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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________ 
FORM 10-Q
(Mark One)
QýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
March 31, 2014
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-10667
______________________________________________ 
General Motors Financial Company, Inc.
(Exact name of registrant as specified in its charter)
Texas 75-2291093
(State or other jurisdiction of
Incorporationincorporation or organization)
 
(I.R.S. Employer
Identification No.)
801 Cherry Street, Suite 3500, Fort Worth, Texas 76102
(Address of principal executive offices, including Zip Code)
(817) 302-7000
(Registrant’s telephone number, including area code) 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  Q    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  Q    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer"; "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated fileroNon-accelerated filerýSmaller Reporting Companyo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  o    No  Q 

As of October 30, 2013,April 24, 2014, there were 502 shares of the registrant’s common stock, par value $0.01$1.00 per share, outstanding. All of the registrant’s common stock is owned by General Motors Holdings, LLC.



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GENERAL MOTORS FINANCIAL COMPANY, INC.
INDEX TO FORM 10-Q
 
  
Page
Part I. FINANCIAL INFORMATIONFinancial Information
Item 1.1.
CONDENSED FINANCIAL STATEMENTS (UNAUDITED)Condensed Financial Statements
31
 
Condensed Consolidated Balance Sheets – September 30, 2013 and December 31, 2012
31
 
Condensed Consolidated Statements of Income and Comprehensive Income – Three and Nine Months Ended September 30, 2013 and 2012
42
 
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2013 and 2012
53
 
Notes to Condensed Consolidated Financial Statements
64
 
Note 1 - Summary of Significant Accounting Policies
64
 
Note 2 - Finance ReceivablesAcquisition of Ally Financial Inc. International Operations
96
 
Note 3 - GoodwillLeased Vehicles
11
 
Note 4 - Finance ReceivablesDebt
1112
 
Note 5 - Leased VehiclesRestricted Cash
13
Note 6 - Variable Interest Entities
14
Note 7 - Derivative Financial Instruments and Hedging Activities
15
Note 8 - Fair Values of Assets and Liabilities
15
Note 9 - Commitments and Contingencies
17
 
Note 610 - DebtIncome Taxes
17
Note 11 - Fair Values of Financial Instruments
18
 
Note 712 - Variable Interest EntitiesSegment Reporting
1920
 
Note 813 - Derivative Financial InstrumentsAccumulated Other Comprehensive Income
20
 
Note 914 - Fair Values of Assets and LiabilitiesRegulatory Capital
21
 
Note 10 - Commitments and Contingencies
22
Note 11 - Income Taxes
22
Note 12 - Fair Value of Financial Instruments
23
Note 13 - Segment Reporting
25
Note 14 - Accumulated Other Comprehensive Income
26
Note 15 - Regulatory Capital and Other Regulatory Matters
26
Note 16 - Subsequent Event
26
Note 17 - Guarantor Consolidating Financial Statements
2621
Item 2.2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement's Discussion and Analysis of Financial Condition and Results of Operations
3628
Item 3.3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk
5039
Item 4.4.
CONTROLS AND PROCEDURESControls and Procedures
5039
Part II. OTHER INFORMATIONOther Information
39
Item 1.
LEGAL PROCEEDINGS
51Legal Proceedings
39
Item 1A.
RISK FACTORS
51Risk Factors
39
Item 6.
EXHIBITS
51Exhibits
40
Signature
 
SIGNATURE
5241

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Part I.FINANCIAL INFORMATION
Item 1.CONDENSED FINANCIAL STATEMENTS
GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, dollars in millions, except per share amounts)
  March 31, 2014 December 31, 2013
Assets    
Cash and cash equivalents $1,162
 $1,074
Finance receivables, net 30,546
 29,282
Restricted cash 2,101
 1,958
Property and equipment, net 133
 132
Leased vehicles, net 3,726
 3,383
Deferred income taxes 440
 359
Goodwill 1,239
 1,240
Related party receivables 149
 129
Other assets 413
 433
Total assets $39,909
 $37,990
Liabilities and Shareholder's Equity    
Liabilities:    
Secured debt $23,386
 $22,073
Unsecured debt 7,172
 6,973
Accounts payable and accrued expenses 933
 946
Deferred income 184
 168
Deferred income taxes 8
 87
Taxes payable 290
 287
Related party taxes payable 838
 643
Related party payables 468
 368
Other liabilities 193
 160
Total liabilities 33,472
 31,705
Commitments and contingencies (Note 9)    
Shareholder's equity:    
Common stock, $1.00 par value per share, 1,000 shares authorized and 502 shares issued —
 —
Additional paid-in capital 4,787
 4,785
Accumulated other comprehensive income 16
 11
Retained earnings 1,634
 1,489
Total shareholder's equity 6,437
 6,285
Total liabilities and shareholder's equity $39,909
 $37,990
The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited, in millions) 
 September 30, 2013 December 31, 2012
Assets   
Cash and cash equivalents$1,756
 $1,289
Finance receivables, net23,867
 10,998
Restricted cash1,371
 744
Property and equipment, net124
 52
Leased vehicles, net3,100
 1,703
Deferred income taxes69
 107
Goodwill1,156
 1,108
Related party receivables111
 66
Other assets330
 130
Total assets$31,884
 $16,197
Liabilities and Shareholder's Equity   
Liabilities:   
Secured debt$18,447
 $9,378
Unsecured debt5,228
 1,500
Accounts payable and accrued expenses594
 217
Deferred income157
 70
Deferred income taxes64
  
Taxes payable126
 93
Related party taxes payable598
 559
Other liabilities153
 1
Related party payables357
 

Total liabilities25,724
 11,818
Commitments and contingencies (Note 10)   
Shareholder's equity:   
Common stock, $0.01 par value per share, 1,000 shares authorized and 502 issued   
Additional paid-in capital4,765
 3,459
Accumulated other comprehensive income (loss)27
 (3)
Retained earnings1,368
 923
Total shareholder's equity6,160
 4,379
Total liabilities and shareholder's equity$31,884
 $16,197
  Three Months Ended March 31,
  2014 2013
Revenue    
Finance charge income $830
 $415
Leased vehicle income 200
 107
Other income 67
 18
Total revenue 1,097
 540
Costs and expenses    
Salaries and benefits 136
 74
Other operating expenses 133
 34
Total operating expenses 269
 108
Leased vehicle expenses 156
 80
Provision for loan losses 135
 94
Interest expense 315
 82
Acquisition and integration expenses —
 6
Total costs and expenses 875
 370
Income before income taxes 222
 170
Income tax provision 77
 64
Net income 145
 106
Other comprehensive income (loss)    
Foreign currency translation adjustment 5
 (6)
Other comprehensive income (loss), net 5
 (6)
Comprehensive income $150
 $100
The accompanying notes are an integral part of these condensed consolidated financial statements.


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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
  Three Months Ended March 31,
  2014 2013
Net cash provided by operating activities $465
 $315
Cash flows from investing activities:    
Purchases of consumer finance receivables, net (3,304) (1,343)
Principal collections and recoveries on consumer finance receivables 2,617
 1,096
Net funding of commercial finance receivables (350) (273)
Purchases of leased vehicles, net (628) (510)
Proceeds from termination of leased vehicles 123
 37
Purchases of property and equipment (7) (1)
Change in restricted cash (147) (88)
Change in other assets —
 5
Net cash used in investing activities (1,696) (1,077)
Cash flows from financing activities:    
Net increase in debt (original maturities less than three months) 451
 —
Borrowings and issuance of secured debt 5,070
 3,384
Payments on secured debt (4,238) (1,000)
Borrowings and issuance of unsecured debt 390
 —
Payments on unsecured debt (330) —
Debt issuance costs (23) (13)
Net cash provided by financing activities 1,320
 2,371
Net increase in cash and cash equivalents 89
 1,609
Effect of foreign exchange rate changes on cash and cash equivalents (1) (1)
Cash and cash equivalents at beginning of period 1,074
 1,289
Cash and cash equivalents at end of period $1,162
 $2,897
The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited, in millions)
  Three Months Ended Nine Months Ended
  September 30, September 30,
  2013 2012 2013 2012
Revenue        
Finance charge income $647
 $417
 $1,709
 $1,179
Leased vehicle income 172
 80
 415
 199
Other income 48
 17
 119
 54
  867
 514
 2,243
 1,432
Costs and expenses        
Salaries and benefits 123
 74
 313
 218
Other operating expenses 80
 31
 189
 79
Total operating expenses 203
 105
 502
 297
Leased vehicle expenses 133
 56
 314
 147
Provision for loan losses 117
 78
 311
 188
Interest expense 168
 75
 414
 202
Acquisition and integration expenses 7
 

 29
 
  628
 314
 1,570
 834
Income before income taxes 239
 200
 673
 598
Income tax provision 78
 77
 228
 226
Net income 161
 123
 445
 372
Other comprehensive income        
Unrealized losses on cash flow hedges 
 
 
 (3)
Foreign currency translation adjustment 95
 10
 30
 9
Income tax benefit 
 
 
 1
Other comprehensive income, net 95
 10
 30
 7
Comprehensive income $256
 $133
 $475
 $379
The accompanying notes are an integral part of these condensed consolidated financial statements.


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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
 Nine Months Ended
 September 30,
 2013 2012
Net cash provided by operating activities$1,154
 $931
Cash flows from investing activities:   
Purchases of consumer finance receivables, net(6,321) (4,354)
Principal collections and recoveries on consumer finance receivables5,099
 3,050
Funding of commercial finance receivables, net(16,193) (582)
Collections of commercial finance receivables15,685
 300
Purchases of leased vehicles, net(1,746) (857)
Proceeds from termination of leased vehicles142
 33
Acquisition of international operations, net of cash on hand(2,107)  
Purchases of property and equipment(10) (11)
Change in restricted cash(74) 219
Change in other assets(22) 6
Net cash used in investing activities(5,547) (2,196)
Cash flows from financing activities:   
Borrowings and issuance of secured debt11,676
 6,600
Payments on secured debt(9,009) (5,059)
Borrowings and issuance of unsecured debt4,198
 1,000
Payments on unsecured debt(1,817)  
Borrowings on related party line of credit1,100
  
Payments on related party line of credit(1,100)  
Repayment of debt to Ally Financial(1,416)  
Capital contribution from parent1,300
  
Debt issuance costs(69) (43)
Retirement of debt

 (1)
Net cash provided by financing activities4,863
 2,497
Net increase in cash and cash equivalents470
 1,232
Effect of foreign exchange rate changes on cash and cash equivalents(3) 2
Cash and cash equivalents at beginning of period1,289
 572
Cash and cash equivalents at end of period$1,756
 $1,806
The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1.Summary of Significant Accounting Policies
Acquisition of Ally Financial Inc. ("Ally Financial") International Operations
As further described in Note 2 - "Acquisition ofWe acquired Ally Financial Inc. International Operations," we acquired's (" Ally Financial'sFinancial") auto finance and financial services operations in Germany, the United Kingdom ("U.K."), Italy, Sweden, Switzerland, Austria, Belgium, the Netherlands, Greece, Spain, Chile, Colombia and Mexico on April 1, 2013, and we2013. We acquired Ally Financial's auto finance and financial services operations in France and Portugal on June 1, 2013 and we acquired Ally Financial's auto finance and financial services operations in Brazil on October 1, 2013. The aggregate consideration for these acquisitions was $2.6$3.3 billion,, subject to certain closing adjustments, of which $65 million, which had been withheld as contingent consideration, was paid upon the closing of the acquisition of Ally Financial's Brazilian auto finance and financial services operations on October 1, 2013. In addition to the purchase price, we also funded a $1.5 billion intercompany loan to certain of the entities we acquired in Europe, of which $1.4 billion was used to repay loans from Ally Financial to such European entities. The operations that we have acquired as of September 30, 2013 from Ally Financial are referred to as the "international operations."
The results of operations of the acquired entities since the applicable acquisition dates are included in our financial statements for the three and nine months ended September 30, 2013. Certain amounts previously presented related to the operations that we have acquired as of September 30, 2013 have been and will continue to be updated as a result of the finalization of acquisition accounting adjustments.
On October 1, 2013, we completed the acquisition of Ally Financial's auto finance operations in Brazil for consideration of $611 million, subject to certain closing adjustments. In addition we paid $65 million in contingent consideration related to our previous acquisitions. See Note 16 - "Subsequent Event" for further discussion. Unless otherwise stated herein, the results of operations, financial condition and information reported in these financial statements do not include the financial condition or the results of operations of the Brazil operations. Additionally, we have agreed to acquire Ally Financial's non-controlling 40% equity interest in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), which conducts auto finance operations in China. The operations that we have acquired as of March 31, 2014 from Ally Financial are referred to herein as the "international operations."
The results of operations of the acquired entities since the applicable acquisition dates are included in our financial statements for the three months ended March 31, 2014. Certain amounts previously presented related to the operations that we have acquired as of March 31, 2014 have been and will continue to be updated as a result of the finalization of acquisition accounting adjustments.
Segment Information
We evaluate our business in two operating segments: North America ("the North America Segment") and international ("the International Segment"). The North America Segment includes our operations in the U.S. and Canada. The International Segment includes our operations in all other countries. For additional financial information regarding our business segments, see Note 12 - "Segment Reporting."
Basis of Presentation
The condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, including certain special-purpose financing entities utilized in secured financing transactions, which are considered variable interest entities ("VIEs"). All intercompany transactions and accountsbalances have been eliminated in consolidation.
The interim period condensed consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles ("GAAP") in the United States of America. These interim period condensed consolidated financial statements should be read in conjunction with ourthe consolidated financial statements that are included in our Annual Report on Form 10-K ("Form 10-K") filed on February 15, 2013.6, 2014 ("Form 10-K"). Certain prior year amounts were reclassified to conform to our current year presentation.
The condensed consolidated financial statements as of September 30, 2013,March 31, 2014, and for the three and nine months ended September 30,March 31, 2014 and 2013, and 2012, are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. The results for interim periods are not necessarily indicative of results for a full year.
The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. These estimates include, among other things, the determination of the allowance for loan losses on finance receivables, estimated recovery value on leased vehicles, goodwill, income taxes and the expected cash flows on the pre-acquisition consumer finance receivables.
Net Presentation of Cash Flows Related to Commercial Finance Receivables
Our commercial finance receivables are primarily comprised of floorplan financing to dealers.  The floorplan financing loans are repayable by the dealer within two to ten days after the dealer sells the vehicle subject to the financing. In addition, certain assumptionsour experience, these loans are typically repaid in less than 90 days of when the credit is extended. Furthermore, we have the unilateral ability to call the loans and judgments were used inreceive payment within 30 days of when the estimated fair value recorded forcredit is extended. Therefore, the international operations acquisition. See Note 2 - "Acquisition of Ally Financial Inc. International Operations" for further discussion.
Generally, the financial statements of entities that operate outsidepresentation of the United States are measured using the local currency as the functional currency. All assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and the results of operations and cash flows are determined using approximate weighted average exchange rates for the period. Translation adjustments are related to the foreign subsidiaries using local currency as their functional currency andcommercial finance receivables are reported as a separate component of accumulated other comprehensive income/loss. Foreign currency transaction gains or losses are recorded directly toreflected on the condensed consolidated statements of income and comprehensive income, regardlesscash flows as "Net funding of whether suchcommercial finance receivables".
We have revolving debt agreements to finance our commercial lending activities. The revolving period of these agreements ranges from 12 to 18 months; however, the terms of these financing agreements require that a borrowing base of eligible floorplan

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receivables, within certain concentration limits, must be maintained in sufficient amounts are realizedto support advances.  When a dealer repays a floorplan receivable to us, the amount advanced against such receivables must be repaid by us or unrealized. We may enter into foreign currency derivatives to mitigate our exposure to changeselse the equivalent amount in foreign exchange rates. See Note 8 - "Derivative Financial Instruments" for further discussion.
Prior year amounts for leased vehicle income have been reclassified to conformnew receivables must be added to the current year presentation. Leased vehicle incomeborrowing base. Despite the revolving term exceeding 90 days, the actual term for repayment of advances under these agreements is now presented separatelywhen we receive repayment from the dealers, which is typically within 90 days of when the credit is extended. Therefore, the cash flows related to these revolving debt agreements are reflected on the condensed consolidated statements of income and comprehensive income. It was previously includedcash flows as “Net increase in other income.debt (original maturities less than three months).”
Due toRelated Party Transactions
We are the financial statement impact of the international operations acquisition, the presentation convention has been changed from "thousands" to "millions" to simplify the review and analysiswholly-owned captive finance subsidiary of our financial information. Some prior period amounts may not round under the new convention in a manner consistent with our previous presentation. In addition, we have changed the presentation of debt on the condensed consolidated balance sheets to better classify the debt facilities acquired with the international operations. Debt was previously presented in the following captions: credit facilities, securitization notes payable and senior notes, which were the only types of debt we held. The characteristics of the debt acquired with the international operations are more varied; therefore we have simplified the presentation of our debt as "secured" and "unsecured."
Finance Receivables
Our finance receivables are reported in two portfolios: pre-acquisition and post-acquisition. The pre-acquisition finance receivables portfolio is comprised of (i) finance receivables originated in North America prior to the October 1, 2010 merger withparent, General Motors Company ("GM"), all of which were considered to have had deterioration in credit quality, and (ii) finance receivables that were considered to have had deterioration in credit quality that were acquired with the international operations. The pre-acquisition portfolio will decrease over time with the amortization of the acquired receivables.
The post-acquisition finance receivables portfolio is comprised of (i) finance receivables originated in North America since the merger with GM, (ii) finance receivables originated in the international operations since the applicable acquisition dates and (iii) finance receivables that were considered to have had no deterioration in credit quality that were acquired with the international operations. The post-acquisition portfolio is expected to grow over time as we originate new receivables.
Pre-Acquisition Finance Receivables
Following the merger with GM and the acquisition of the international operations, we further divided the pre-acquisition finance receivables into multiple pools based on common risk characteristics. Through acquisition accounting adjustments, the allowance for loan losses that existed at the merger and the acquisition dates was eliminated and the receivables were adjusted to fair value. The pre-acquisition finance receivables were acquired at a discount, which contains two components: a non-accretable difference and an accretable yield. A non-accretable difference is the excess of contractually required payments (undiscounted amount of all uncollected contractual principal and interest payments, both past due and scheduled for the future) over the amount of cash flows, considering the impact of defaults and prepayments, expected to be collected. An accretable yield is the excess of the cash flows, considering the impact of defaults and prepayments, expected to be collected over the initial investment in the loans, which at the acquisition date was fair value. The accretable yield is recorded as finance charge income over the life of the acquired receivables.
Any deterioration in the performance of the pre-acquisition finance receivables from their expected performance will result in an incremental provision for loan losses. Improvements in the performance of the pre-acquisition finance receivables which results in a significant increase in actual or expected cash flows will result first in the reversal of any incremental related allowance for loan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over the remaining life of the receivables.
Once a pool of loans is assembled, the integrity of the pool is maintained. A loan is removed from a pool only if it is sold (other than to a consolidated VIE), paid in full, or written off. Our policy is to remove a loan individually from a pool based on comparing any amount received upon disposition of the loan or underlying collateral with the contractual amount remaining due. The excess of the contractual amount remaining due over the amount received upon its disposition is absorbed by the non-accretable difference. This removal method assumes that the amount received approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans that are resolved by payment in full, there is no reduction in the amount of non-accretable difference for the pool because there is no difference between the amount received and the contractual amount of the loan.
Post-Acquisition Finance Receivables and Allowance for Loan Losses
Finance receivables originated in North America since our October 1, 2010 merger with GM and in the international operations since the applicable acquisition dates are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are

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charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in our finance receivables.
The allowance for loan losses on consumer finance receivables is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the balance sheet date. We review charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. We also use historical charge-off experience to determine the loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the balance sheet date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount of provision for loan losses.
For the finance receivables acquired with the international operations that were considered to have no deterioration in credit quality, the existing allowance for loan losses was eliminated and the receivables were adjusted to fair value. The purchase discount will accrete to income over the life of the receivables, based on the effective interest method. Provisions for loan losses are charged to operations in amounts equal to net credit losses for the period. Any deterioration in the performance of the acquired receivables will result in an incremental provision for loan losses.
Segment Information
We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We report our business segments based on geographic regions: North America ("North America Segment") and international ("International Segment"). The North America Segment includes our operations in the United States and Canada. The International Segment includes our operations in all other countries. For additional financial information regarding our business segments, see Note 13 - "Segment Reporting."
Related Party Transactions
We offer loan and lease finance products through GM-franchised dealers to consumers purchasing new and certain used vehicles manufactured by GM and make commercial loans directly to GM-franchised dealers. Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on consumer loan and lease finance products andproducts. In addition, GM makes payments to us to cover certain interest payments on commercial loans. At September 30, 2013March 31, 2014 and December 31, 20122013, we had intercompanyrelated party receivables from GM in the amount of $111149 million and $66129 million under various subventionthese programs.
In addition, we had $5264 million and $4662 million due at September 30, 2013March 31, 2014 and December 31, 20122013 in loans outstanding to dealers that are consolidated by GM, in connection with our commercial lending program. Our international operations also provide financing to certain GM subsidiaries through factoring and other wholesale financing arrangements. As ofAt September 30,March 31, 2014 and December 31, 2013,, $583561 million wasand $588 million were outstanding under such arrangements, and isare included in commercial finance receivables. At September 30,March 31, 2014 and December 31, 2013,, we also havehad $357468 million and $368 million of related party payables due to GM, primarily for commercial finance receivables originated but not yet funded. These payables typically settle within 30 days.
As discussed in Note 1110 - "Income Taxes" we have a tax sharing agreement with GM.GM for our U.S. operations. Under that agreement, we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities for taxable income recognized by us in any period beginning on or after October 1, 2010. Payments for the tax years 2010 through 2014 are deferred for four years from their original due date, and the total deferral amount is limited to not exceed $11.0 billion. As of September 30,March 31, 2014 and December 31, 2013, we have recorded related party taxes payable to GM in the amount of $598838 million. and $643 million.
We have a $600 million line of credit facility with GM ("GM Related Party Credit Facility"). There were no advances outstanding under the GM Related Party Credit Facility at September 30, 2013March 31, 2014 or December 31, 2012.2013.
RecentRecently Adopted Accounting PronouncementsPrinciples
In February 2013, ASU ("2013-02"), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, was issued effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of 2013-02 improves the reporting of reclassifications out of accumulated other comprehensive income. We adopted this ASU effectiveOn January 1, 2013, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows.

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In July 2013,2014 we adopted Accounting Standards Update (ASU) ASU ("2013-11"), Income Taxes (Topic 740): Presentation2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists - a consensus of the FASB Emerging Issues Task Force, was issuedExists” to eliminate diversity in practice. This ASU 2013-11 requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. This new guidance is effective prospectively for annual reporting periods beginning on or after December 15, 2013 and interim periods therein. The adoption of this ASU 2013-11 willdid not have a material effect on our consolidated financial statements because it aligns with our historical presentation.
Note 2.    Acquisition of Ally Financial Inc. International Operations
In November 2012, we entered into a definitive agreement with Ally Financial to acquire 100% of the outstanding equity interests in the top level holding companies of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally Financial's non-controlling equity interest in GMAC-SAIC, which conducts auto finance operations in China.
On April 1, 2013, we completed the acquisition of Ally Financial's European and Latin American automotive finance operations except for France, Portugal and Brazil, and on June 1, 2013, we completed the acquisition of Ally Financial's automotive finance operations in France and Portugal. The aggregate consideration for these acquisitions was $2.6 billion, subject to certain closing adjustments, of which $65 million, which had been withheld as contingent consideration, was paid upon the closing of the acquisition of Ally Financial's Brazilian auto finance and financial services operations described below. In addition, we repaid debt of $1.4 billion that was assumed as part of the acquisitions. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition dates.
On October 1, 2013, we completed the acquisition of Ally Financial's auto finance operations in Brazil for consideration of $611 million, subject to certain closing adjustments. See Note 16 - "Subsequent Event" for further discussion. In addition we paid $65 million in contingent consideration related to our previous acquisitions.
Our acquisition of Ally Financial's equity interest in GMAC-SAIC is subject to certain regulatory and other approvals, and is expected to close in 2014. We expect to pay approximately $900 million to close this acquisition, subject to certain closing adjustments.
The international operations were formerly a part of General Motors Acceptance Corporation, the former captive finance subsidiary of GM, and due to this longstanding relationship, the majority of the international operations business is related to GM and its dealer network. With the acquisition of the international operations, we have expanded to become a global captive finance company, and expect to realize numerous strategic benefits, including increased finance penetration resulting from a broadened relationship with GM, geographic diversification of our customer base and transition of our business into a full-spectrum credit platform.
The acquisition of the international operations has been accounted for as a business combination, whereby the purchase price of the transaction was allocated to the identifiable assets and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on fair value measurement principles (see Note 9 - "Fair Values of Assets and Liabilities" for further discussion) and reflect significant assumptions and judgments. Material valuation inputs for finance receivables included adjustments to monthly principal and interest cash flows for prepayments and credit loss expectations; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Material valuation inputs for debt included discount rates developed based on the relative risk of the contractual cash flows, taking into consideration market rates and liquidity expectations for each country. Certain assumptions and judgments that were considered to be appropriate at the applicable acquisition date may prove to be incorrect if market conditions change.
The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill, which is primarily attributed to the value of the incremental GM business expected. The preliminary goodwill amount is $48 million, but is subject to further adjustment pending the closing of our acquisition of the remaining international operations as well as any potential adjustments resulting from the finalization of the valuation of the acquired assets and assumed liabilities. Valuations and assumptions pertaining to income taxes are subject to change as additional information is obtained during the measurement period. We will assign the goodwill to reporting units, which will be determined upon completion of the remaining acquisitions. The goodwill will not be deductible for tax purposes.statements.

9

The following table summarizes the aggregate consideration and the assets acquired and liabilities assumed at the acquisition dates (in millions):
 Acquired International Operations
Cash$440
Restricted cash525
Finance receivables10,969
Other assets, including identifiable intangible assets263
Secured and unsecured debt(8,926)
Other liabilities(722)
Identifiable net assets acquired2,549
Goodwill resulting from the acquisitions48
Aggregate consideration$2,597
The following table provides information related to finance receivables acquired which had no deterioration in credit quality as of the applicable acquisition dates (in millions):
 
Consumer (a)
 Commercial
Contractually required payments receivable$7,168
 $4,067
Cash flows not expected to be collected$152
 $18
Fair value$6,378
 $3,990
_________________ 
(a)
Certain amounts in this table have been updated as a result of the finalization of acquisition accounting adjustments, including a determination that certain consumer finance receivables acquired should be reclassified from receivables with credit impairment to receivables with no deterioration in credit quality. Accordingly, contractually required payments receivable, cash flows not expected to be collected and fair value of $1.2 billion, $0.1 billion and $1.0 billion were reclassified from consumer finance receivables acquired which had deterioration in credit quality. This reclassification had no material effect on the condensed consolidated balance sheet as of September 30, 2013 or condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2013.
The results of operations of the international operations are included in our results beginning April 1, 2013, except for the results of the operations in Portugal and France, which are included in our results beginning June 1, 2013. The following table summarizes the actual amounts of revenue and earnings of the international operations included in our condensed consolidated financial statements for the three and nine months ended September 30, 2013 and the supplemental pro forma revenue and earnings of the combined entity for the three and nine months ended September 30, 2013 and 2012, as if the acquisitions had occurred on January 1, 2012 (in millions).
 International Operations Amounts Included in Results Supplemental Pro Forma - Combined
  Three Months Ended Nine Months Ended
 Three Months Ended Nine Months Ended September 30,
 September 30, 2013 2013 2012 2013 2012
Total revenue$245
 $493
 $888
 $759
 $2,503
 $2,225
Net income$50
 $104
 $172
 $157
 $495
 $530

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Note 3.Goodwill
The following table summarizes the changes in the carrying amounts of goodwill (in millions):
   Year Ended
 Nine Months Ended September 30, 2013 December 31, 2012
 North America International Total 
North
America
Balance at beginning of period$1,108
 $ $1,108
 $1,108
International operations acquisition(a)
  48
 48
  
Balance at end of period$1,108
 $48
 $1,156
 $1,108
_________________ 
(a)See Note 2 - "Acquisition of Ally Financial Inc. International Operations" for further discussion.
Note 4.2.Finance Receivables
Below is information about finance receivables that have been divided into two portfolios: pre-acquisition and post-acquisition. See Note 1 - "Summary of Significant Accounting Policies."
The total finance receivables portfolio consists of the following (in millions): 
  March 31, 2014 December 31, 2013
  
North
America
 International Total 
North
America
 International Total
Consumer            
Pre-acquisition consumer finance receivables - outstanding balance $735
 $293
 $1,028
 $931
 $363
 $1,294
Pre-acquisition consumer finance receivables - carrying value $645
 $285
 $930
 $826
 $348
 $1,174
Post-acquisition consumer finance receivables, collectively evaluated for impairment, net of fees(a)
 10,047
 12,183
 22,230
 9,795
 11,394
 21,189
Post-acquisition consumer finance receivables, individually evaluated for impairment, net of fees 864
 —
 864
 767
 —
 767
  11,556
 12,468
 24,024
 11,388
 11,742
 23,130
Less: allowance for loan losses - collective (387) (46) (433) (365) (29) (394)
Less: allowance for loan losses - specific (104) —
 (104) (103) —
 (103)
Total consumer finance receivables, net 11,065
 12,422
 23,487
 10,920
 11,713
 22,633
Commercial   

        
Commercial finance receivables, collectively evaluated for impairment, net of fees 2,190
 4,840
 7,030
 1,975
 4,627
 6,602
Commercial finance receivables, individually evaluated for impairment, net of fees —
 78
 78
 —
 98
 98
  2,190
 4,918
 7,108
 1,975
 4,725
 6,700
Less: allowance for loan losses - collective (16) (27) (43) (17) (27) (44)
Less: allowance for loan losses - specific —
 (6) (6) —
 (7) (7)
Total commercial finance receivables, net 2,174
 4,885
 7,059
 1,958
 4,691
 6,649
Total finance receivables, net $13,239
 $17,307
 $30,546
 $12,878
 $16,404
 $29,282
________________
 September 30, 2013 December 31, 2012
 North America International Total 
North
America
Consumer       
Pre-acquisition consumer finance receivables - outstanding balance$1,154
 $445
 $1,599
 $2,162
Pre-acquisition consumer finance receivables - carrying value$1,028
 $424
 $1,452
 $1,958
Post-acquisition consumer finance receivables, net of fees10,313
 7,352
 17,665
 8,831
 11,341
 7,776
 19,117
 10,789
Less: allowance for loan losses(453) (14) (467) (345)
Total consumer finance receivables, net10,888
 7,762
 18,650
 10,444
Commercial       
Commercial finance receivables, collectively evaluated for impairment, net of fees1,355
 3,812
 5,167
 560
Commercial finance receivables, individually evaluated for impairment, net of fees2
 77
 79
  
Less: allowance for loan losses - collective(12) (13) (25) (6)
Less: allowance for loan losses - specific(1) (3) (4)  
Total commercial finance receivables, net1,344
 3,873
 5,217
 554
Total finance receivables, net$12,232
 $11,635
 $23,867
 $10,998
(a) Amount reported for International includes $1.0 billion of direct-financing leases at March 31, 2014 and December 31, 2013.

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Consumer Finance Receivables
Our consumer finance receivables are reported in two portfolios: pre-acquisition and post-acquisition. The pre-acquisition finance receivables portfolio consists of (i) finance receivables originated in North America prior to our merger with GM, all of which were considered to have had deterioration in credit quality, and (ii) finance receivables that were considered to have had deterioration in credit quality that were acquired with the international operations. The pre-acquisition consumer portfolio will decrease over time with the amortization of the acquired receivables.
The post-acquisition consumer finance receivables portfolio consists of (i) finance receivables originated in North America since our merger with GM, (ii) finance receivables originated in the international operations since the applicable acquisition dates and (iii) finance receivables that were considered to have had no deterioration in credit quality that were acquired with the international operations. The post-acquisition consumer portfolio is expected to grow over time as we originate new receivables.

6

Pre-acquisition Consumer Finance Receivables
Following is a summary of activity in our pre-acquisition consumer finance receivables portfolio (in millions): 
Nine Months Ended September 30, Three Months Ended March 31,
2013 2012 2014 2013
North America International Total North America North America International Total North America
Pre-acquisition consumer finance receivables - outstanding balance, beginning of period$2,162
 $ $2,162
 $4,366
 $931
 $363
 $1,294
 $2,162
Pre-acquisition consumer finance receivables - carrying value, beginning of period$1,958
 $ $1,958
 $4,027
 $826
 $348
 $1,174
 $1,958
International operations acquisition  601
 601
  
Principal collections and other(885) (192) (1,077) (1,532) (172) (68) (240) (350)
Change in carrying value adjustment(45) 8
 (37) (145) (9) 16
 7
 (28)
Foreign currency translation  7
 7
   —
 (11) (11) —
Balance at end of period$1,028
 $424
 $1,452
 $2,350
 $645
 $285
 $930
 $1,580
The following table provides information related to the credit-impaired consumer finance receivables acquired with the international operations on the applicable acquisition dates (in millions):
Contractually required payments receivable (a)
 $799
Cash flows expected to be collected (a)
 $728
Fair value (a)
 $601
_________________ 
(a)
Certain amounts in this table have been updated as a result of the finalization of acquisition accounting adjustments, including a determination that certain consumer finance receivables should be reclassified from receivables with credit impairment to receivables with no deterioration in credit quality. Accordingly, contractually required payments receivable, cash flows expected to be collected and fair value of $1.2 billion, $1.1 billion and $1.0 billion were reclassified to consumer finance receivables acquired which had no deterioration in credit quality. This reclassification had no material effect on the condensed consolidated balance sheet as of September 30, 2013 or condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2013.
We review our pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected to determine if the difference is attributable, at least in part, to credit quality. During the ninethree months ended September 30,March 31, 2014 and 2013, and 2012, as a result of improvements in the credit performance of the North America pre-acquisition portfolio, expected cash flows increased by $73$33 million and $17048 million. We transferred the amount of excess cash flows from the non-accretable difference to accretable yield. This excess will be amortized through finance charge income over the remaining life of the portfolio.
A summary of the activity in the accretable yield on the pre-acquisition consumer finance receivables portfolios is as follows (in millions): 
 Three Months Ended September 30,
 2013 2012
 North America International Total North America
Balance at beginning of period$298
 $96
 $394
 $628
Accretion of accretable yield(65) (20) (85) (123)
Transfer from non-accretable difference

 19
 19
 

Foreign currency translation  1
 1
  
Balance at end of period$233
 $96
 $329
 $505

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Nine Months Ended September 30, Three Months Ended March 31,
2013 2012 2014 2013
North America International Total North America North America International Total North America
Balance at beginning of period$404
 $ $404
 $737
 $181
 $74
 $255
 $404
International operations acquisition  127
 127
  
Accretion of accretable yield(225) (44) (269) (402) (40) (17) (57) (81)
Transfer from non-accretable difference54
 19
 73
 170
 33
 —
 33
 48
Foreign currency translation  (6) (6)   —
 (2) (2) —
Balance at end of period$233
 $96
 $329
 $505
 $174
 $55
 $229
 $371
Post-acquisition Consumer Finance Receivables
ConsumerWe generally purchase consumer finance contracts are purchased by us from auto dealers without recourse, and accordingly, the dealer has no liability to us if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, we may pay dealers a participation fee or we may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. We also have subvention programs with GM and other new vehicle manufacturers, under which the manufacturers provide us cash payments in order for us to offer lower interest rates on consumer finance contracts we purchase. We record the amortization of participation fees and subvention and accretion of acquisition fees to finance charge income using the effective interest method.

7

Following is a summary of activity in our post-acquisition consumer finance receivables portfolio (in millions): 
Nine Months Ended September 30, Three Months Ended March 31,
2013 2012 2014 2013
North America International Total North America North America International Total North America
Post-acquisition consumer finance receivables, net of fees - beginning of period$8,831
 $ $8,831
 $5,314
 $10,562
 $11,394
 $21,956
 $8,831
International operations acquisition  6,378
 6,378
  
Loans purchased3,980
 2,350
 6,330
 4,363
 1,364
 2,048
 3,412
 1,359
Charge-offs(401) (18) (419) (186) (192) (32) (224) (132)
Principal collections and other(2,097) (1,579) (3,676) (1,236) (822) (1,412) (2,234) (625)
Foreign currency translation  221
 221
   (1) 185
 184
 —
Balance at end of period$10,313
 $7,352
 $17,665
 $8,255
 $10,911
 $12,183
 $23,094
 $9,433
A summary of the activity in the allowance for consumer loan losses is as follows (in millions):
 Three Months Ended September 30,
 2013 2012
 North America International Total North America
Balance at beginning of period$415
 $8
 $423
 $249
Provision for loan losses107
 9
 116
 78
Charge-offs(153) (18) (171) (82)
Recoveries84
 15
 99
 46
Balance at end of period$453
 $14
 $467
 $291

13

Nine Months Ended September 30, Three Months Ended March 31,
2013 2012 2014 2013
North America International Total North America North America International Total North America
Balance at beginning of period$345
 $ $345
 $179
 $468
 $29
 $497
 $345
Provision for loan losses276
 17
 293
 188
 104
 33
 137
 89
Charge-offs(401) (18) (419) (186) (192) (32) (224) (132)
Recoveries233
 15
 248
 110
 111
 16
 127
 80
Balance at end of period$453
 $14
 $467
 $291
 $491
 $46
 $537
 $382
Consumer Credit Quality
We use proprietary scoring systems in the underwriting process that measure the credit quality of the receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO score), and contract characteristics. In addition to our proprietary scoring system, we consider other individual consumer factors, such as employment history, financial stability, and capacity to pay. At the time of loan origination, substantially all of our international consumers have the equivalent of prime credit scores. In the North America Segment, however, our consumer finance receivables are predominantly sub-prime. A summary of the credit risk profile by FICO score band, determined at origination, of the consumer finance receivables in the North America Segment is as follows (dollars in millions):
 March 31, 2014 December 31, 2013
September 30, 2013 Percent December 31, 2012 Percent Amount Percent Amount Percent
FICO Score less than 540$3,444
 30.0% $3,011
 27.4% $3,611
 31.0% $3,511
 30.6%
FICO Score 540 to 5995,389
 47.0
 5,014
 45.6
 5,539
 47.6
 5,435
 47.3
FICO Score 600 to 6592,333
 20.4
 2,513
 22.9
 2,250
 19.3
 2,277
 19.8
FICO Score 660 and greater301
 2.6
 455
 4.1
 246
 2.1
 270
 2.3
Balance at end of period(a)
$11,467
 100.0% $10,993
 100.0% $11,646
 100.0% $11,493
 100.0%
_________________ 
(a)
Balance at the end of the period is the sum of pre-acquisition consumer finance receivables-outstanding balance and post-acquisition consumer finance receivables, net of fees for North America Segment.

8

WeIn addition we review the credit quality of all of our consumer finance receivables based on consumer payment activity. A consumer account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Consumer finance receivables are collateralized by vehicle titles and, subject to local laws, we generally have the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract. The following is a summary of the contractual amounts of consumer finance receivables, which is not materiallysignificantly different than recorded investment, that are (i) more than 30 days delinquent, not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in millions): 
September 30, March 31,
2013 2012 2014 2013
North America International Total Percent of Contractual Amount Due North America Percent of Contractual Amount Due North America International Total North America
    
       Amount Amount Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount Due
31 - 60 days$690
 $49
 $739
 3.8% $561
 5.2% $579
 $138
 $717
 3.1% $477
 4.3%
Greater - than 60 days247
 44
 291
 1.5
 204
 1.9
Greater than 60 days 210
 126
 336
 1.4
 169
 1.5
937
 93
 1,030
 5.3
 765
 7.1
 789
 264
 1,053
 4.5
 646
 5.8
In repossession41
 4
 45
 0.3
 38
 0.3
 33
 5
 38
 0.1
 32
 0.3
$978
 $97
 $1,075
 5.6% $803
 7.4% $822
 $269
 $1,091
 4.6% $678
 6.1%
The accrual of finance charge income has been suspended on $550545 million and $503642 million of consumer finance receivables (based on contractual amount due) as of September 30, 2013March 31, 2014 and December 31, 2012.2013.

14

Impaired Consumer Finance Receivables - Troubled Debt Restructurings ("TDRs")TDRs
Consumer finance receivables that become classified as TDRstroubled debt restructurings ("TDRs") are separately assessed for impairment. A specific allowance is estimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. The financial effects of the accounts that become classified as TDRs result in an impairment charge recorded as part of the provision for loan losses. Accounts that become classified as TDRs because of a payment deferral still accrue interest at the contractual rate and an additional fee is collected (where permitted) at each time of deferral and recorded as a reduction of accrued interest. No interest or fees are forgiven on a payment deferral to a customer and therefore, there are no additional financial effects of deferred loans becoming classified as TDRs. Accounts in Chapter 13 bankruptcy would have already been placed on non-accrual; therefore, there are no additional financial effects from these loans becoming classified as TDRs. As of September 30, 2013March 31, 2014, the outstanding balance of consumer finance receivables in the International Segment determined to be TDRs was insignificant; therefore, the following information is presented with regard to the TDRs in the North America Segment only.
The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance is presented below (in millions):
September 30, 2013 December 31, 2012 March 31, 2014 December 31, 2013
Outstanding recorded investment$633
 $228
 $864
 $767
Less: allowance for loan losses(88) (32) (104) (103)
Outstanding recorded investment, net of allowance$545
 $196
 $760
 $664
Unpaid principal balance$642
 $232
 $880
 $779
Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs. Additional information about loans classified as TDRs is presented below (in millions):
Three Months Ended Nine Months Ended
September 30, September 30, Three Months Ended March 31,
2013 2012 2013 2012 2014 2013
Average recorded investment$552
 $91
 $417
 $70
 $816
 $282
Interest income recognized$20
 $3
 $45
 $4
Finance charge income recognized $29
 $10

9

The following table provides information on the recorded investment of consumer loans at the time they became classified as TDRs (dollars in millions):
 September 30,
 2013 2012
 Number of Accounts Amount Number of Accounts Amount
Three months11,364
 $204
 4,148
 $77
Nine months27,302
 $478
 6,857
 $129
 Three Months Ended March 31,
 2014 2013
 Number of Accounts Amount Number of Accounts Amount
Recorded investment10,127
 $183
 6,992
 $131
A redefault is when an account meets the requirements for evaluation under our charge-off policy (See Note 1 - "Summary of Significant Accounting Policies" to the consolidated financial statements in our Form 10-K for additional information).
The unpaid principal balance, net of recoveries, of loans that redefaulted during the reporting period and were within 12 months or less of being modified as a TDR were $914 million and $155 million for the three and nine months ended September 30, 2013.March 31, 2014 and 2013.

15

Commercial Finance Receivables
Following is a summary of activity in our commercial finance receivables portfolio (in millions): 
Nine Months Ended September 30, Three Months Ended March 31,
2013 2012 2014 2013
North America International Total North America North America International Total North America
Commercial finance receivables, net of fees - beginning of period$560
 $ $560
 $ $1,975
 $4,725
 $6,700
 $560
International operations acquisition  3,990
 3,990
  
Loans funded3,919
 12,280
 16,199
 584
Principal collections and other(3,122) (12,509) (15,631) (300)
Net funding of commercial finance receivables 223
 154
 377
 323
Charge-offs —
 —
 —
 —
Foreign currency translation  128
 128
   (8) 39
 31
 —
Balance at end of period$1,357
 $3,889
 $5,246
 $284
 $2,190
 $4,918
 $7,108
 $883
A summary of the activity in the allowance for commercial loan losses is as follows (in millions):
 Three Months Ended September 30, 2013
 North America International Total
Balance at beginning of period$12
 $12
 $24
Provision for loan losses1
 

 1
Recoveries  4
 4
Balance at end of period$13
 $16
 $29
 Three Months Ended March 31,
Nine Months Ended September 30, 2013 2014 2013
North America International Total North America International Total North America
Balance at beginning of period$6
 $ $6
 $17
 $34
 $51
 $6
Provision for loan losses7
 11
 18
 (1) (1) (2) 5
Recoveries  5
 5
 —
 —
 —
 —
Charge-offs —
 —
 —
 —
Balance at end of period$13
 $16
 $29
 $16
 $33
 $49
 $11

Commercial Credit Quality
We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new vehicles as well as used vehicles. Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.
We use a proprietary modelmodels to assign each dealer a risk rating. This model usesThese models use historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations. We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history. 
We regularly review our modelmodels to confirm the continued business significance and statistical predictability of the factors and update the modelmodels to incorporate new factors or other information that improves its statistical predictability. In addition, we verify the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Groups III, IV, V and VI) dealers. We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

10

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory. Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

16

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in millions): 
 September 30, 2013 December 31, 2012 March 31, 2014 December 31, 2013
Group I -Dealers with strong to superior financial metrics$442
 $99
Dealers with strong to superior financial metrics $609
 $598
Group II -Dealers with fair to favorable financial metrics1,243
 278
Dealers with fair to favorable financial metrics 1,626
 1,588
Group III -Dealers with marginal to weak financial metrics1,701
 171
Dealers with marginal to weak financial metrics 2,422
 2,174
Group IV -Dealers with poor financial metrics1,210
 12
Dealers with poor financial metrics 1,680
 1,622
Group V -Dealers warranting special mention due to potential weaknesses458
 

Dealers warranting special mention due to potential weaknesses 543
 488
Group VI -Dealers with loans classified as substandard, doubtful or impaired192
 

Dealers with loans classified as substandard, doubtful or impaired 228
 230
Balance at end of periodBalance at end of period$5,246
 $560
Balance at end of period $7,108
 $6,700
The credit lines for Group VI dealers are suspended and no further funding is extended to these dealers. 
At September 30, 2013March 31, 2014, 99.7%substantially all of our commercial finance receivables were current with respect to payment status.
Impaired Commercial Finance Receivables
We consider a loan impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The amount of impairment is based on expected proceeds, including the estimated amount of future cash flows and/or the fair value of underlying collateral, compared to the recorded investment of the loan. A specific allowance for losses is established in the amount of any measured impairment.
Commercial finance receivables classified as TDRs are assessed for impairment and included in our allowance for credit losses based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, 2013March 31, 2014 and December 31, 2012,2013, there were no outstanding commercial finance receivables classified as TDRs.
Note 5.3.Leased Vehicles
Our operating lease program is offered primarily in the North America Segment. As of September 30, 2013March 31, 2014, the amount of leased vehicles accounted for as operating leases in the International Segment is insignificant; therefore, the following information regarding our leased vehicles is presented on a consolidated basis.
Following is a summary of our leased vehicles (in millions): 
September 30, 2013 December 31, 2012 March 31, 2014 December 31, 2013
Leased vehicles$4,240
 $2,283
 $5,189
 $4,684
Manufacturer incentives(593) (307) (733) (659)
3,647
 1,976
 4,456
 4,025
Less: accumulated depreciation(547) (273) (730) (642)
Leased vehicles, net$3,100
 $1,703
 $3,726
 $3,383
A summary of the changes in our leased vehicles is as follows (in millions): 
Nine Months Ended
September 30, Three Months Ended March 31,
2013 2012 2014 2013
Balance at beginning of period$1,976
 $887
 $4,025
 $1,976
International operations acquisition9
  
Leased vehicles purchased2,180
 1,077
 773
 620
Leased vehicles returned - end of term(192) (43) (208) (52)
Leased vehicles returned - default(16) (4) (11) (4)
Manufacturer incentives(288) (149) (80) (82)
Foreign currency translation(22) 18
 (43) (14)
Balance at end of period$3,647
 $1,786
 $4,456
 $2,444

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As of September 30, 2013March 31, 2014 and December 31, 2012,2013, our CanadianCanada subsidiary was servicing $375241 million and $625303 million of leased vehicles for a third party.
The following table summarizes minimum rental payments due to us as lessor under operating leases (in millions):
Years Ending December 31, 2013 2014 2015 2016 2017 2018
Minimum rental payments under operating leases $149
 $545
 $428
 $186
 $20
 $2
  Years Ending December 31,
  2014 2015 2016 2017 2018
Minimum rental payments under operating leases $538
 $615
 $370
 $87
 $10
Note 6.4.Debt
Debt consists of the following (in millions): 
September 30, 2013 December 31, 2012 March 31, 2014 December 31, 2013
North America International Total 
North
America
 North America International Total North America International Total
Secured    

             

Revolving credit facilities$1,337
 $4,753
 $6,090
 $354
 $2,253
 $6,730
 $8,983
 $1,678
 $7,322
 $9,000
Securitization notes payable10,470
 1,887
 12,357
 9,024
 11,102
 3,301
 14,403
 10,801
 2,272
 13,073
Total secured$11,807
 $6,640
 $18,447
 $9,378
 $13,355
 $10,031
 $23,386
 $12,479
 $9,594
 $22,073
                   
Unsecured    
             
Bank lines$ $1,228
 $1,228
 $
Senior notes4,000
 

 4,000
 1,500
 $4,000
 $—
 $4,000
 $4,000
 $—
 $4,000
Bank lines and other unsecured debt —
 3,172
 3,172
 —
 2,973
 2,973
Total unsecured$4,000
 $1,228
 $5,228
 $1,500
 $4,000
 $3,172
 $7,172
 $4,000
 $2,973
 $6,973
Secured Debt
Secured debt consists of revolving credit facilities and securitization notes payable and other asset-secured credit facilities.payable. The revolving secured debtcredit facilities have revolving periods ranging from one to threetwo years. At the end of the revolving period, if the facilities are not renewed, the debt will amortize over periods ranging up to sixseven years. Most of the secured debt was issued by variable interest entities, as further discussed in Note 76 - "Variable Interest Entities." This debt is repayable only from proceeds related to the underlying pledged finance receivables and leases.lease related assets.
In connection with our merger with GM, we recorded an acquisition accounting premium that is beingInterest rates on the secured debt in the North America Segment are primarily fixed, ranging from 0.66% to 6.36% at March 31, 2014 and 1.02% to 6.07% at December 31, 2013. Interest rates on the secured debt in the International Segment are primarily floating, ranging from 0.65% to 12.56% at March 31, 2014 and 0.90% to 15.88% at December 31, 2013. Issuance costs on the secured debt of $55 million as of March 31, 2014 and $37 million as of December 31, 2013 are included in other assets on the condensed consolidated balance sheets, and are amortized againstto interest expense over the expected term of the securitization notes payable outstanding at the merger date. Amortization for the nine months ended September 30, 2013 and 2012 was $9 million and $26 million. At September 30, 2013, unamortized acquisition accounting premium of $1 million is included in secured debt.
In connection with our acquisition of the international operations, we recorded an acquisition accounting discount that will amortize to interest expense over the expected term of the secured credit facilitiesdebt outstanding at the applicable acquisition date. AccretionAmortization for the ninethree months ended September 30, 2013March 31, 2014 was $6 million. At September 30, 2013March 31, 2014, the remaining acquisition accounting discount of $32 million is included in secured debt.debt was $41 million.
Interest rates on theWe are required to hold funds in restricted cash accounts to provide additional collateral for borrowings under certain of our secured debt in the North America Segment are primarily fixed, ranging from 0.98% to 5.86% at September 30, 2013 and 0.62% to 12.84% at September 30, 2012. Interest rates on thecredit facilities. Additionally, our secured debt in the International Segment are primarily floating, ranging from 0.90% to 7.70% at September 30, 2013. In the nine months ended September 30, 2013 we entered into two revolving credit facilities secured by commercial finance receivables for a commitmentcontain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of $1.3 billionthese covenants could result in aggregate. The facilities each have a one-year revolving periodan event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and have interest ratespayable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of 0.7% and 1.3% asMarch 31, 2014, we were in compliance with all covenants related to our credit facilities.

12
Table of September 30, 2013. In the nine months ended September 30, 2013 we also issued securitization notes payable of $4.7 billion, with a weighted-average interest rate of 1.6% maturing on various dates through 2021. At September 30, 2013 revolving credit facilities and securitization notes payable acquired with the international operations acquisition had balances outstanding of $4.8 billion and $1.9 billion. Issuance costs on the secured debt of $51 million as of September 30, 2013 and $31 million as of December 31, 2012 are included in other assets on the condensed consolidated balance sheets, and are amortized to interest expense over the expected term of the secured debt.Contents

Unsecured Debt
Unsecured debt consists primarily of senior notes we have issued, as well as bank lines which were assumedand other unsecured debt in the acquisition of the international operations, and senior unsecured notes.operations. The terms of our unsecured bank lines range up to threefour years. If not renewed, any balance outstanding under these bank lines is either immediately due in full or else will amortize over a defined period. Interest rates on unsecured bank lines ranged from 0.50%1.00% to 9.00%13.94% at September 30, 2013.

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In May 2013, we issued $2.5 billionMarch 31, 2014 in aggregate principal amountand 1.09% to 12.89% at December 31, 2013. Issuance costs on the unsecured debt of senior notes at rates ranging from$39 million as of 2.75%March 31, 2014 and $40 million as of December 31, 2013 are included in other assets on the condensed consolidated balance sheets, and are amortized to 4.25%, and due between November 2016 and November 2023. Proceeds frominterest expense over the senior notes were used forexpected term of the unsecured debt.
In connection with our acquisition and funding support of the international operations, and are also usedwe recorded an acquisition discount that will amortize to support our overall growth. interest expense over the expected term of the unsecured debt at the applicable acquisition date. Amortization for the three months ended March 31, 2014 was $2 million. At March 31, 2014, the remaining acquisition accounting discount included in unsecured debt was $6 million.
At September 30, 2013March 31, 2014, we had $4.0 billion of senior notes that mature from 2016 through 2023 and have interest rates that range from 2.75% to 6.75%. All of our senior notes may be redeemed, at our option, in whole or in part, at any time before maturity at the redemption prices as set forth in the indentures that govern the senior notes plus accrued and unpaid interest and liquidated damages, if any, to the redemption date. In addition, if a change of control occurs, as that term is defined in the indentures that govern the senior notes, prior to us being rated "investment grade" by at least two of three listed rating agencies, the holders of senior notes will have the right, subject to certain conditions, to require us to repurchase their senior notes at a purchase price equal to 101% of the aggregate principal amount of senior notes repurchased plus accrued and unpaid interest and liquidated damages, if any, as of the date of repurchase. The senior notes are guaranteed solely by AmeriCredit Financial Services, Inc. ("AFSI"); none of our other subsidiaries are guarantors of the senior notes. See Note 1715 - "Guarantor Consolidating Financial Statements" for further discussion.
The indentures that govern the senior notes provide for customary events of default, including nonpayment, failure to comply with covenants or other agreements in the indentures, if any subsidiary guarantee shall cease to be in full force and effect or any guarantor shall deny or disaffirm its obligations under its subsidiary guarantee, and certain events of bankruptcy or insolvency. If any event of default occurs and is continuing with respect to a series of senior notes, the trustee or the holders of at least 25% in principal amount of the then outstanding senior notes of such series may declare all of the senior notes of such series to be due and payable immediately.
The following table presents the expected scheduled principal and interest payments under our contractual debt obligations (in millions):
Years Ending December 31, 2013 2014 2015 2016 2017 Thereafter Total
Secured debt $3,672
 $6,334
 $4,239
 $2,686
 $1,217
 $299
 $18,447
Unsecured debt 724
 306
 166
 1,032
 1,000
 2,000
 5,228
Interest 152
 451
 308
 211
 143
 196
 1,461
  $4,548
 $7,091
 $4,713
 $3,929
 $2,360
 $2,495
 $25,136
As of September 30, 2013,March 31, 2014, we were in compliance with all covenants inrelated to our secured and unsecured debt.
Note 5.    Restricted Cash
The following table summarizes the components of restricted cash (in millions):
 March 31, 2014 December 31, 2013
 North America International Total North America International Total
Securitization notes payable$1,005
 $294
 $1,299
 $890
 $208
 $1,098
Revolving credit facilities65
 312
 377
 62
 415
 477
Other39
 386
 425
 26
 357
 383
Total restricted cash$1,109
 $992
 $2,101
 $978
 $980
 $1,958
Restricted cash securitization notes payable and revolving credit facilities is composed of funds deposited as collateral required in restricted cash accounts to support securitization transactions or funds deposited in restricted cash accounts to provide additional collateral for borrowings under revolving credit facilities. Additionally, these funds include monthly collections from borrowers that have not yet been used for repayment of debt.
In the North America Segment, restricted cash other is composed of cash deposited to support derivative transactions. In the International Segment, restricted cash other is primarily composed of deposits in Brazil held in escrow pending resolution of tax and civil litigation.

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Table of Contents

Note 7.6.Variable Interest Entities
We use special-purpose entities ("SPEs") that are considered VIEs to issue variable funding notes to third party bank-sponsored warehouseSecuritizations and credit facilities or asset-backed securities to investors in securitization transactions. The securities issued by these VIEs are backed by the cash flows related to finance receivables and leasing related assets transferred by us to the VIEs (securitized assets).
The transfers of the securitized assets to the SPEs are considered to be sales for legal purposes. However, the securitized assets and the related debt, accounted for as secured borrowings, remain on our condensed consolidated balance sheets as discussed below. Except for the acquisition accounting adjustments, which are not recorded at the SPE trusts, we recognize finance charge income, leased vehicle income and other income on the securitized assets and interest expense on the secured debt issued by the special-purpose entities. We also maintain an allowance for estimated probable credit losses on the securitized assets to cover estimated incurred credit losses using a methodology consistent with that used for our non-securitized asset portfolio.
We hold variable interests in the VIEs that could potentially be significant to the VIEs. We determined that we are the primary beneficiary of the SPEs because (i) our servicing responsibilities for the securitized assets give us the power to direct the activities that most significantly impact the performance of the VIEs and (ii) our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant. Therefore, the assets and liabilities of the VIEs are included in our condensed consolidated balance sheets.
The following table summarizes the assets and liabilities related toof our consolidated VIEs related to securitization and credit facilities (in millions):
 September 30, 2013 December 31, 2012
Restricted cash$1,350
 $744
VIE securitized assets$21,761
 $10,442
VIE liabilities$18,147
 $9,378

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Restricted cash represents collections from the underlying securitized assets and certain reserve accounts held as credit enhancement on securitizations for the benefit of the noteholders. Cash pledged to support the secured borrowings is deposited to a restricted cash account, which is invested in highly liquid securities with original maturities of 90 days or less.
  March 31, 2014 December 31, 2013
Restricted cash $1,676
 $1,523
VIE assets $24,651
 $23,584
VIE liabilities $20,445
 $19,448
The assets of the VIEs and the restricted cash held by uswe hold serve as the sole source of repayment for the asset-backed securitiesdebt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to us or our other assets, with the exception of customary representation and warranty repurchase provisions and indemnities we provide as the servicer. We are not required and do not currently intend to provide additional financial support to these VIEs. While these subsidiaries are included in our condensed consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and not available to our creditors.
In addition, we entered into interest rate swaps and caps with certain SPEsspecial-purpose entities ("SPEs") that issue variable rate debt against fixed rate securitized assets. Under the terms of these swaps, the SPEs are obligated to pay us a fixed rate of interest on certain payment dates in exchange for receiving a floating rate of interest on notional amounts equal to the outstanding balance of the secured debt. This arrangement enables the SPEs to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate securitized assets, as required to maintain ratings on such securitizations. See Note 87 - "Derivative Financial Instruments"Instruments and Hedging Activities" for further discussion.
Other VIEs
We consolidate certain operating entities that provide auto finance and financial services, which we do not control through a majority voting interest. We manage these entities and maintain a controlling financial interest in them and are exposed to the risks of ownership through contractual arrangements. The voting interests in these entities are indirectly wholly-owned by our parent, GM. At March 31, 2014, total assets of these entities were $4.0 billion, which were composed primarily of cash and cash equivalents and finance receivables; and total liabilities were $3.1 billion, which were composed of debt, accounts payable (primarily trade) and accrued liabilities. In the three months ended March 31, 2014 total revenue recorded by these entities was $58 million and net income was $10 million. These amounts are stated prior to intercompany eliminations and include amounts related to securitization and credit facilities held by consolidated VIEs. Liabilities recognized as a result of consolidating these entities generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of these entities operations and cannot be used to satisfy our or our subsidiaries obligations.
Transfers of finance receivables to non-VIEs
Under certain debt agreements, we transfer finance receivables to third-party banks, which are not considered VIEs.  These transfers do not meet the criteria to be considered sales; therefore, the finance receivables and the related debt are included in our condensed consolidated financial statements.  Any collections received on the transferred receivables are available only for the repayment of the related debt.  As of March 31, 2014, $2.9 billion in finance receivables had been transferred in secured funding arrangements to third-party banks, to which $2.8 billion in secured debt was outstanding.

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Table of Contents

Note 8.7.Derivative Financial Instruments and Hedging Activities
Derivative swap and cap agreements consist of the following (in millions): 
September 30, 2013 March 31, 2014 December 31, 2013
Notional 
Fair Value(a)
 Notional 
Fair Value(a)
 Notional 
Fair Value(a)
Assets           
Interest rate swaps$2,786
 $8
 $2,618
 $8
 $2,422
 $11
Interest rate caps1,631
 5
 1,967
 6
 1,398
 7
Foreign exchange swaps(b)
1,500
 1
Foreign currency swaps(b)
 1,678
 2
 1,678
 3
Total assets(c)
5,917
 14
 $6,263
 $16
 $5,498
 $21
Liabilities           
Interest rate swaps4,012
 16
 $5,371
 $20
 $4,266
 $17
Interest rate caps1,442
 6
 1,709
 6
 1,206
 7
Foreign exchange swaps(b)
2,034
 19
Foreign currency swaps(b)
 2,227
 39
 2,133
 29
Total liabilities(d)
$7,488
 $41
 $9,307
 $65
 $7,605
 $53
 _________________
(a)See Note 9 -8- "Fair Values of Assets and Liabilities" for further discussion of fair value disclosure related to the derivatives.
(b)
The foreign exchangecurrency swaps relate to (i) intercompany loans denominated in foreign currencies (notional balances on the intercompany loans of €610702 million , £432412 million and 182kr153kr million have been translated to USD) and (ii) a £350 million cross-currency swap for a securitization in the International Segment.
(c)Included in other assets on the condensed consolidated balance sheets.
(d)Included in other liabilities on the condensed consolidated balance sheets.
At December 31, 2012, we had derivative assets and liabilities with notional amounts of $775 million, which had an insignificant fair value.
Generally, we purchase interest rate cap agreements to limit floating rate exposures on our revolving secured debt.debt, which typically matures in one year or less. We utilize interest rate swap agreements to convert floating rate exposures on our revolving debt maturing in two years or more, or on securities issued in securitization transactions to fixed rates, thereby hedging the variability in interest expense paid.
In connection with the closing of the acquisition of the international operations from Ally Financial, weWe provided loans denominated in foreign currencies (euro, British pound and Swedish krona) to acquiredcertain of our international entities for the equivalent of $1.51.7 billion. We purchase foreign exchangecurrency swaps to hedge against any valuation change in the loans due to changes in foreign exchange rates.

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Table of Contents

The following table summarizespresents information on the location and amounteffect of gains and losses on derivative instruments reported in ouron the condensed consolidated statementstatements of income and comprehensive income (in millions):
  Three Months Ended March 31, 2014
Non-designated hedges:  
Interest rate contracts(a)
 $(10)
Foreign currency derivatives(b)
 (16)
  $(26)
 Three Months Ended Nine Months Ended
 September 30, 2013
Gain recognized in interest expense   
Interest rate contracts$5
 $2
Loss recognized in operating expenses   
Foreign exchange swaps(a)
$(99) $(111)
 _________________
(a)
TheseLosses recognized in earnings are included in interest expense.
(b)
The losses for the three months ended March 31, 2014 are substantially offset by translation gains (included in operating expenses) related to the foreign currency-denominated loans described above.
The gain/loss amounts recognized in interest expense forFor the three and nine months ended September 30, 2012 were insignificant.
UnderMarch 31, 2013, the termseffect of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of September 30, 2013 and December 31, 2012, these restricted cash accounts totaled $48 million and $4 million, and are included in other assetsderivatives on the condensed consolidated balance sheets.statements of income and comprehensive income was insignificant.
Note 9.8.Fair Values of Assets and Liabilities
SeeRefer to Note 1210 - "Fair Values of Assets and Liabilities" to the consolidated financial statements in our Form 10-K for further discussion of valuation techniques and fair value measurement levels. The fair value

15
Table of our foreign exchange swaps use observable quoted prices for inputs and are considered Level 2 financial instruments.Contents

Assets and liabilities itemized below were measured at fair value on a recurring basis, using either the market approach (i), the cost approach (ii) or the income approach (iii) (in millions): 
 September 30, 2013
 Fair Value Measurements Using  
 Level 1 Level 2 Level 3  
Quoted
Prices In
Active
Markets For
Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Assets/
Liabilities
At Fair
Value
Assets       
Money market funds(i)(a)
$1,439
 $ $ $1,439
Derivatives not designated as hedging instruments:       
Interest rate swaps(iii)
    8
 8
Interest rate caps(i)
  5
   5
        Foreign exchange swaps(i)
  1
   1
Total assets$1,439
 $6
 $8
 $1,453
Liabilities       
Derivatives not designated as hedging instruments:       
Interest rate swaps(iii)
$ $ $16
 $16
Interest rate caps(i)
  6
   6
        Foreign exchange swaps(i)
  19
   19
Total liabilities$ $25
 $16
 $41
  March 31, 2014
  Fair Value Measurements Using  
  Level 1 Level 2 Level 3  
 
Quoted
Prices In
Active
Markets For
Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Assets/
Liabilities
At Fair
Value
Assets        
Money market funds(i)(a)
 $1,790
 $—
 $—
 $1,790
Derivatives not designated as hedging instruments:        
Interest rate swaps(iii)
 —
 —
 8
 8
Interest rate caps(i)
 —
 6
 —
 6
Foreign currency swaps(i)
 —
 2
 —
 2
Total assets $1,790
 $8
 $8
 $1,806
Liabilities        
Derivatives not designated as hedging instruments:        
Interest rate swaps(iii)
 $—
 $—
 $20
 $20
Interest rate caps(i)
 —
 6
 —
 6
Foreign currency swaps(i)
 —
 39
 —
 39
Total liabilities $—
 $45
 $20
 $65
_________________ 
(a)
Excludes cash in banks of $1.5 billion.
  December 31, 2013
  Fair Value Measurements Using  
  Level 1 Level 2 Level 3  
 
Quoted
Prices In
Active
Markets For
Identical
Assets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Assets/
Liabilities
At Fair
Value
Assets        
Money market funds(i)(a)
 $1,452
 $—
 $—
 $1,452
Derivatives not designated as hedging instruments:        
Interest rate swaps(iii)
 —
 —
 11
 11
Interest rate caps(i)
 —
 7
 —
 7
Foreign currency swaps(i)
 —
 3
 —
 3
Total assets $1,452
 $10
 $11
 $1,473
Liabilities        
Derivatives not designated as hedging instruments:        
Interest rate swaps(iii)
 $—
 $—
 $17
 $17
Interest rate caps(i)
 —
 7
 —
 7
Foreign currency swaps(i)
 —
 29
 —
 29
Total liabilities $—
 $36
 $17
 $53
_________________    
(a)
Excludes cash in banks of $1.71.6 billion.

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 December 31, 2012
 Fair Value Measurements Using  
 Level 1  
Quoted Prices In Active Markets For Identical Assets Assets / Liabilities At Fair Value
Assets   
Money market funds(i)(a)
$1,830
 $1,830
_________________ 
(a)
Excludes cash in banks of $228 million.

The fair value of interest rate cap and swap assets and liabilities at December 31, 2012 was insignificant.
The tables below present a reconciliation for interest rate swap agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions):
 Three Months Ended Nine Months Ended
 September 30, 2013 September 30, 2013
 Assets Liabilities Assets Liabilities
Balance at beginning of period$7
 $(20) $ $
Total realized and unrealized gains included in earnings2
 1
 4
 (4)
Purchases

 

 7
 (19)
Settlements(3) 7
 (5) 10
Foreign currency translation2
 (4) 2
 (3)
Balance at end of period$8
 $(16) $8
 $(16)
Three Months Ended Nine Months Ended
September 30, 2012 September 30, 2012 Three Months Ended March 31, 2014
Assets Liabilities Assets Liabilities Assets Liabilities
Balance at beginning of period$ $ $2
 $(6) $11
 $(17)
Total realized and unrealized gains included in earnings (3) (7)
Purchases —
 —
Settlements
 
 (2) 6
 —
 4
Foreign currency translation —
 —
Balance at end of period$ $ $ $ $8
 $(20)
Note 10.9.Commitments and Contingencies
Guarantees of Indebtedness
The payments of principal and interest on our senior notes are guaranteed by AFSI. As of September 30, 2013March 31, 2014 and December 31, 20122013, the par value of our senior notes was $4.0 billion and $1.5 billion.$4.0 billion. See Note 1715 - "Guarantor Consolidating Financial Statements" for further discussion.
Legal Proceedings
As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and certain legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, it is generally very difficult to predict what the eventual outcome will be, and when the matter will be resolved. The actual costs of resolving legal claims may be higher or lower than any amounts reserved for the claims.
Other Administrative Tax Matters
We accrue non-income tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time.
In evaluating indirect tax matters, we take into consideration factors such as our historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of prevailing. We reevaluate and update our accruals as matters progress over time. It is reasonably possible that some of the matters for which accruals have not been established could be decided unfavorably to us and could require us to make expenditures for which we estimate the aggregate risk to be a range of up to $3298 million.
Note 11.10.Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are excluded.excluded from the annualized effective tax rate. The tax effects of unusual

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or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

Our effective income tax rate was 34.7% and 37.6% for the three months ended March 31, 2014 and 2013. The decrease in the effective income tax rate is primarily related to the acquisition of the international operations, which resulted in income in jurisdictions with lower taxing rates and other permanent differences.

We had gross unrecognized tax benefits of $82$129 million and $53$130 million at September 30, 2013March 31, 2014 and December 31, 2012.2013. The amounts of net unrecognized tax benefits that, if recognized, would affectimpact the effective tax rate are $55$105 million and $28$104 million at September 30, 2013March 31, 2014 and December 31, 2012.2013.


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Periodically we make deposits to taxing jurisdictions which reduce the unrecognized tax benefit balance. The increase in the grossamount of deposits that reduced our unrecognized tax benefits is primarily due toin the acquisition of the international operations. See Note 2 - "Acquisition of Ally Financial Inc. International Operations" for further discussion on the acquisition.condensed consolidated balance sheet was $46 million and $44 million at March 31, 2014 and December 31, 2013.

At September 30, 2013March 31, 2014, we believe that it is reasonably possible that the gross unrecognized tax benefits could decrease bybetween $548 million to $1362 million in the next twelve months due to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax laws and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as a component of the income tax provision. As of September 30, 2013,March 31, 2014, accrued interest and penalties associated with uncertain tax positions were $17$139 million and $16 million. During the nine months ended September 30,$17 million. As of December 31, 2013,, we released $11 million in accrued interest and penalties associated with uncertain tax positions. The interest release is primarily a result ofpositions were $131 million and $18 million.

Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the completion of an IRS audit as discussed below.
world. We have open tax years ranging from 20052007 to 20122013 with various U.S. federal,tax jurisdictions. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and/or recognition of expenses, or the sustainability of income tax credits. Some of our state and non-U.S. tax jurisdictions. Certain of ourforeign tax returns are currently under examination in these various tax jurisdictions.

Since October 1, 2010, we have been included in GM's consolidated U.S. federal income tax returns. Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. We continue to file separate returns in those state, local and foreign taxing jurisdictions where filing a separate return is required. Prior to October 1, 2010, we filed income tax returns with the U.S. federal government and with various state, local and foreign jurisdictions. Our federal income tax returns for fiscal 2006 through 2010 were audited by the IRS and previously submitted to the Congressional Joint Committee on Taxation ("JCT") for review. Pursuant to a notice dated April 10, 2013, the JCT completed its review and took no exception to the conclusions reached by the IRS. The completion of the JCT review is reflected in the September 30, 2013 financial statements.
For taxable income recognized by uswe recognize in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses could be carried back as if we had filed separate income tax returns. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. Under our tax sharing arrangement with GM amended effective April 1, 2013,for our U.S. operations, payments for the tax years 2010 through 2014 are deferred for four years from their original due date, with the first payment due December 15, 2014. The total amount of deferral cannot exceed $1.0 billion.date. Any difference between the amounts paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our condensed consolidated financial statements as additional paid-in capital. As of September 30, 2013, a cumulative difference of $1 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our condensed consolidated financial statements through additional paid-in capital. As of September 30, 2013, we have recorded related party taxes payable to GM in the amount of $598 million, representing the tax effects of income earned subsequent to the merger with GM.
Our effective income tax rate was 32.8% and 33.9% for the three and nine months ended September 30, 2013. Our effective income tax rate was 38.2% and 37.8% for the three and nine months ended September 30, 2012. The decrease in the effective income tax rate is primarily related to the settlement of the IRS audit as well as the acquisition of the international operations, which resulted in income in jurisdictions with lower tax rates and other permanent differences; these decreases were offset by the tax effects of certain non-deductible transaction costs.
Note 12.11.Fair ValueValues of Financial Instruments
Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. Disclosures about fair value of financial instruments exclude certain financial instruments and all non-financial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of our company.

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Estimated fair values, carrying values and various methods and assumptions used in valuing our financial instruments are set forth below (dollars in(in millions):
  September 30, 2013 December 31, 2012  March 31, 2014 December 31, 2013
  Level 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
  Level 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial assets:                    
Cash and cash equivalents
(a) 
1 $1,756
 $1,756
 $1,289
 $1,289
(a) 
1 $1,162
 $1,162
 $1,074
 $1,074
Finance receivables, net
(b) 
3 $23,867
 $24,001
 $10,998
 $11,313
(b) 
3 $30,546
 $31,023
 $29,282
 $29,301
Restricted cash - secured debt
(a) 
1 $1,330
 $1,330
 $729
 $729
Restricted cash - unsecured debt
(a) 
1 $41
 $41
 $15
 $15
Restricted cash - other
(a) 
1 $57
 $57
 $24
 $24
Restricted cash
(a) 
1 $2,101
 $2,101
 $1,958
 $1,958
Interest rate swap agreements
(c) 
3 $8
 $8
    
(c) 
3 $8
 $8
 $11
 $11
Interest rate cap agreements purchased
(d) 
2 $5
 $5
    
(d) 
2 $6
 $6
 $7
 $7
Foreign exchange swap agreements
(d) 
2 $1
 $1
    
Foreign currency swap agreements
(d) 
2 $2
 $2
 $3
 $3
Financial liabilities:                
Secured debt                
North America
(e) 
2 $11,807
 $11,884
 $9,378
 $9,526
(e) 
2 $13,355
 $13,462
 $12,479
 $12,565
International
(f) 
2 $4,543
 $4,563
    
(f) 
2 $5,867
 $5,867
 $5,113
 $5,113
International
(g) 
3 $2,097
 $2,108
    
(g) 
3 $4,164
 $4,153
 $4,481
 $4,492
Unsecured debt                
North America
(h) 
2 $4,000
 $4,011
 $1,500
 $1,620
(h) 
2 $4,000
 $4,153
 $4,000
 $4,106
International
(i) 
2 $899
 $899
    
(i) 
2 $1,731
 $1,731
 $1,282
 $1,282
International
(g) 
3 $329
 $329
    
(g) 
3 $1,441
 $1,433
 $1,691
 $1,690
Interest rate swap agreements
(c) 
3 $16
 $16
    
(c) 
3 $20
 $20
 $17
 $17
Interest rate cap agreements sold
(d) 
2 $6
 $6
    
(d) 
2 $6
 $6
 $7
 $7
Foreign exchange swap agreements
(d) 
2 $19
 $19
    
Foreign currency swap agreements
(d) 
2 $39
 $39
 $29
 $29
_________________
(a)The carrying value of cashCash and cash equivalents and restricted cash bear interest at market rates; therefore, carrying value is considered to be a reasonable estimate of fair value since these investments bear interest at market rates and have maturities of less than 90 days.value.
(b)The fair value of the consumer finance receivables in the North America Segment is estimated based upon forecasted cash flows on the receivables discounted using a pre-tax weighted average cost of capital. The fair value of the consumer finance receivables in the International Segment is estimated based on forecasted cash flows on the receivables discounted using current origination rates for similar type loans. Substantially all commercialCommercial finance receivables eithergenerally have variable interest rates and maturities of one year or less, or were acquired or funded within the last year.less. Therefore, the carrying value is considered to be a reasonable estimate of fair value.
(c)The fair values of the interest rate swap agreements are estimated by discounting future net cash flows expected to be settled using current risk-adjusted rates.
(d)The fair values of the interest rate cap agreements and foreign exchangecurrency swap agreements are based on quoted market prices.
(e)Secured debt in the North America Segment is comprised of revolving credit facilities, publicly-issued secured debt, and privately-issued secured debt. For revolving credit facilities with variable rates of interest and terms of one year or less, carrying value is considered to be a reasonable estimate of fair value. The fair value of the publicly and privately issued secured term debt is based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated using quoted market prices of similar securities.
(f)The level 2 secured debt in the International Segment has terms of one year or less, or has been priced within the last six months; therefore, carrying value is considered to be a reasonable estimate of fair value.
(g)The fair value of level 3 secured debt and unsecured debt in the International Segment is estimated by discounting future net cash flows expected to be settled using current risk-adjusted rates. These instruments were presented with level 2 valuations in the prior period.
(h)The fair value of unsecured debt in the North America Segment is based on quoted market prices in thinly-traded markets.
(i)The level 2 unsecured debt in the International Segment has terms of one year or less; therefore, carrying value is considered to be a reasonable estimate of fair value.

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The fair value of our consumer finance receivables is based on observable and unobservable inputs within a discounted cash flow model. Those unobservable inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance

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receivables which is the basis for the calculation of the series of cash flows that derive the fair value of the portfolio. For the North America Segment, the series of cash flows is calculated and discounted using a weighted average cost of capital using unobservable debt and equity percentages, an unobservable cost of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile. For the International Segment, the series of cash flows is calculated and discounted using current interest rates. Macroeconomic factors could affect the credit performance of our portfolio and therefore could potentially impact the assumptions used in our cash flow model.
Note 13.12.Segment Reporting

We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in reporting segments based on geographic regions:two operating segments: the North America Segment (consisting of operations in the United StatesU.S. and Canada) and the International Segment (consisting of operations in all other countries). Our chief operating decision maker evaluates the operating results and performance of our business based on these reportingoperating segments. The management of each segment is responsible for executing our strategies.

For segment reporting purposes only, interest expense related to the senior unsecured notes has been allocated based on targeted leverage for each segment. Interest expense on senior debt in excess of the targeted overall leverage is reflected in the “Corporate”"Corporate" column below. In addition, the interest revenueincome on $1.5$1.7 billion in intercompany loans provided to the international operations is presented as revenue in the “Corporate”"Corporate" column below.
All inter-segment balances and transactions have been eliminated. Prior to our acquisition of the international operations, we evaluated our business in a single operating segment.
Key operating data for our reportingoperating segments were as follows (in millions):
Three Months Ended September 30, 2013 Three Months Ended March 31, 2014
North
America
 International Corporate Eliminations Total 
North
America
 International Corporate Eliminations Total
Total revenue$622
 $245
 $13
 $(13) $867
 $636
 $461
 $16
 $(16) $1,097
Operating expenses, including leased vehicle expenses246
 90
     336
 274
 151
 —
 —
 425
Provision for credit losses108
 9
     117
 103
 32
 —
 —
 135
Interest expense93
 76
 12
 (13) 168
 92
 214
 25
 (16) 315
Acquisition and integration expenses  7
     7
Income before income taxes$175
 $63
 $1
 $ $239
 $167
 $64
 $(9) $—
 $222
 Nine Months Ended September 30, 2013
 
North
America
 International Corporate Eliminations Total
Total revenue$1,750
 $493
 $28
 $(28) $2,243
Operating expenses, including leased vehicle expenses637
 179
     816
Provision for credit losses283
 28
     311
Interest expense266
 157
 19
 (28) 414
Acquisition and integration expenses  29
     29
Income before income taxes$564
 $100
 $9
 $ $673
  March 31, 2014 December 31, 2013
  
North
America
 International Total 
North
America
 International Total
Finance receivables, net $13,239
 $17,307
 $30,546
 $12,878
 $16,404
 $29,282
Total assets $20,157
 $19,752
 $39,909
 $19,094
 $18,896
 $37,990
Note 13.Accumulated Other Comprehensive Income (Loss)
A summary of changes in accumulated other comprehensive income (loss) is as follows (in millions):
 September 30, 2013
 
North
America
 International Total
Finance receivables, net$12,232
 $11,635
 $23,867
Total assets$18,970
 $12,914
 $31,884
  Three Months Ended March 31,
  2014 2013
Defined benefit plans, net:    
Balance at beginning of period 3
 —
Unrealized gain on subsidiary pension —
 —
Balance at end of period 3
 —
Foreign currency translation adjustment:    
Balance at beginning of period 8
 (3)
Translation gain (loss) 5
 (6)
Balance at end of period 13
 (9)
Total accumulated other comprehensive income (loss) $16
 $(9)

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Note 14.Accumulated Other Comprehensive Income
A summary of changes in accumulated other comprehensive income is as follows (in millions):
 Nine Months Ended September 30,
 2013 2012
Unrealized gains on cash flow hedges:   
Balance at beginning of period$ $2
Reclassification into earnings, in interest expense, net of taxes
 (2)
Balance at end of period
 
Foreign currency translation adjustment:   
Balance at beginning of period(3) (9)
Translation gain30
 9
Balance at end of period27
 
Total accumulated other comprehensive income$27
 $
Note 15.Regulatory Capital and Other Regulatory Matters
The International Segment includes the operations of certain stand-alone entities that operate in local markets as either banks or regulated finance companies andthat are subject to regulatory restrictions. These regulatory restrictions, among other things, require that these entities meet certain minimum capital requirements and may restrict dividend distributions and ownership of certain assets.
We were in compliance with all regulatory requirements at March 31, 2014. Total assets of our regulated international banks and finance companies were approximately $7.3$11.9 billion and $12.1 billion at September 30,March 31, 2014 and December 31, 2013.
Note 16.Subsequent Event
On October 1, 2013, we completed the acquisition of Ally Financial's auto finance operations in Brazil. We paid $611 million, subject to certain closing adjustments, to acquire this business.
We will record the fair value of the assets acquired and liabilities assumed on October 1, 2013, the date we obtained control of the operations, and include the results of their operations and cash flows in our condensed consolidated financial statements from that date forward.
The following table summarizes certain pro forma financial information for us and the acquired entities that closed on October 1, 2013, had these acquisitions occurred on January 1, 2012 (in millions):
  Supplemental Pro Forma - Combined
  Three Months Ended Nine Months Ended
  September 30, September 30,
  2013 2012 2013 2012
Total revenue $1,059
 $697
 $2,818
 $1,992
Net income $188
 $141
 $524
 $397
It is not possible to reasonably estimate the nature and amount of any potential goodwill or the value of identifiable intangible assets at this time because the valuation of the assets acquired and liabilities assumed was not completed at the date of the issuance of our condensed consolidated financial statements.
Note 17.15.Guarantor Consolidating Financial Statements
The payment of principal and interest on senior notes is currently guaranteed solely by AFSI (the "Guarantor") and none of our other subsidiaries (the "Non-Guarantor Subsidiaries"). The separate financial statements of the Guarantor are not included herein because the Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. A subsidiary guarantee can be released under customary circumstances, including (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is declared "unrestricted" for covenant purposes; (iii) the subsidiary's guarantee of other indebtedness is terminated or released; (iv) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied; (v) the rating on the parent's debt securities is changed to investment grade; or (vi) the parent's debt securities are converted or exchanged into equity securities.
The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the parent company and our subsidiaries on a consolidated basis and (v) the parent company and

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our subsidiaries on a consolidated basis as of September 30, 2013March 31, 2014 and December 31, 2012,2013, and for the three and nine months ended September 30, 2013March 31, 2014 and 2012.2013.
Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.
































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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2013March 31, 2014
(unaudited, in millions) 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Assets                  
Cash and cash equivalents$ $1,250
 $506
 $ $1,756
$—
 $540
 $622
 $—
 $1,162
Finance receivables, net  926
 22,941
   23,867
—
 1,235
 29,311
 —
 30,546
Restricted cash  
 1,371
   1,371
—
 18
 2,083
 —
 2,101
Property and equipment, net  4
 120
   124
—
 5
 128
 —
 133
Leased vehicles, net  

 3,100
   3,100
—
 —
 3,726
 —
 3,726
Deferred income taxes3
 

 66
   69
25
 (194) 609
 —
 440
Goodwill1,095
 

 61
   1,156
1,095
 —
 144
 —
 1,239
Related party receivables36
 

 75
 

 111
41
 —
 108
 —
 149
Other assets76
 56
 202
 (4) 330
81
 11
 324
 (3) 413
Due from affiliates4,259
 863
 

 (5,122) 

3,021
 —
 —
 (3,021) —
Investment in affiliates6,345
 2,990
 

 (9,335) 

7,209
 3,022
 —
 (10,231) —
Total assets$11,814
 $6,089
 $28,442
 $(14,461) $31,884
$11,472
 $4,637
 $37,055
 $(13,255) $39,909
Liabilities and Shareholder's Equity                  
Liabilities:                  
Secured debt$ $ $18,447
 $ $18,447
$—
 $—
 $23,386
 $—
 $23,386
Unsecured debt4,000
   1,228
   5,228
4,000
 —
 3,172
 —
 7,172
Accounts payable and accrued expenses141
 162
 295
 (4) 594
116
 127
 693
 (3) 933
Deferred income

   157
   157
—
 —
 184
 —
 184
Deferred taxes liabilities(28) 164
 (72)   64
—
 —
 8
 —
 8
Taxes payable79
   47
   126
81
 —
 209
 —
 290
Related party taxes payable598
   

 
 598
838
 —
 1
 (1) 838
Related party payable—
 —
 468
 —
 468
Other liabilities

 9
 144
   153
—
 10
 183
 —
 193
Related party payables1
   356
   357
Due to affiliates863
 2,179
 2,080
 (5,122) 

—
 721
 2,299
 (3,020) —
Total liabilities5,654
 2,514
 22,682
 (5,126) 25,724
5,035
 858
 30,603
 (3,024) 33,472
Shareholder's equity:                  
Common stock    801
 (801) 

—
 —
 620
 (620) —
Additional paid-in capital4,765
 79
 2,864
 (2,943) 4,765
4,787
 79
 3,140
 (3,219) 4,787
Accumulated other comprehensive income27
 10
 47
 (57) 27
16
 (28) 29
 (1) 16
Retained earnings1,368
 3,486
 2,048
 (5,534) 1,368
1,634
 3,728
 2,663
 (6,391) 1,634
Total shareholder's equity6,160
 3,575
 5,760
 (9,335) 6,160
6,437
 3,779
 6,452
 (10,231) 6,437
Total liabilities and shareholder's equity$11,814
 $6,089
 $28,442
 $(14,461) $31,884
$11,472
 $4,637
 $37,055
 $(13,255) $39,909



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GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 20122013
(in millions) 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Assets                  
Cash and cash equivalents$ $1,252
 $37
 $ $1,289
$—
 $395
 $679
 $—
 $1,074
Finance receivables, net  1,558
 9,440
   10,998
—
 612
 28,670
 —
 29,282
Restricted cash    744
   744
—
 20
 1,938
 —
 1,958
Property and equipment, net  4
 48
   52
—
 5
 127
 —
 132
Leased vehicles, net    1,703
   1,703
—
 —
 3,383
 —
 3,383
Deferred income taxes39
 (28) 96
   107
1
 —
 358
 —
 359
Goodwill1,095
   13
   1,108
1,095
 —
 145
 —
 1,240
Related party receivables66
       66
29
 —
 100
 —
 129
Other assets14
 18
 98
   130
74
 5
 358
 (4) 433
Due from affiliates2,063
     (2,063)  3,754
 863
 —
 (4,617) —
Investment in affiliates3,274
 2,193
   (5,467)  6,994
 3,565
 —
 (10,559) —
Total assets$6,551
 $4,997
 $12,179
 $(7,530) $16,197
$11,947
 $5,465
 $35,758
 $(15,180) $37,990
Liabilities and Shareholder's Equity                  
Liabilities:                  
Secured debt$ $ $9,378
 $ $9,378
$—
 $—
 $22,073
 $—
 $22,073
Unsecured debt1,500
       1,500
4,000
 —
 2,973
 ���
 6,973
Accounts payable and accrued expenses22
 90
 105
   217
101
 133
 716
 (4) 946
Deferred income    70
   70
—
 —
 168
 —
 168
Deferred taxes payable(28) 161
 (46) —
 87
Taxes payable91
 4
 (2)   93
83
 —
 204
 —
 287
Related party taxes payable559
       559
Related party taxes payables643
 —
 1
 (1) 643
Related party payable—
 —
 368
 —
 368
Other liabilities    1
   1
—
 14
 146
 —
 160
Due to affiliates  1,669
 394
 (2,063)  863
 1,474
 2,280
 (4,617) —
Total liabilities2,172
 1,763
 9,946
 (2,063) 11,818
5,662
 1,782
 28,883
 (4,622) 31,705
Shareholder's equity:                  
Common stock    570
 (570)  —
 —
 532
 (532) —
Additional paid-in capital3,459
 79
 123
 (202) 3,459
4,785
 79
 3,833
 (3,912) 4,785
Accumulated other comprehensive (loss) income(3) (11) 13
 (2) (3)
Accumulated other comprehensive income (loss)11
 (8) 24
 (16) 11
Retained earnings923
 3,166
 1,527
 (4,693) 923
1,489
 3,612
 2,486
 (6,098) 1,489
Total shareholder's equity4,379
 3,234
 2,233
 (5,467) 4,379
6,285
 3,683
 6,875
 (10,558) 6,285
Total liabilities and shareholder's equity$6,551
 $4,997
 $12,179
 $(7,530) $16,197
$11,947
 $5,465
 $35,758
 $(15,180) $37,990







2923
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended September 30, 2013March 31, 2014
(unaudited, in millions)
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Revenue                  
Finance charge income$ $37
 $610
 $ $647
$—
 $30
 $800
 $—
 $830
Leased vehicle income    172
   172
—
 —
 200
 —
 200
Other income42
 85
 100
 (179) 48
20
 127
 38
 (118) 67
Equity in income of affiliates113
 123
   (236) 
170
 116
 —
 (286) —
155
 245
 882
 (415) 867
190
 273
 1,038
 (404) 1,097
Costs and expenses                  
Salaries and benefits  56
 67
   123
—
 53
 83
 —
 136
Other operating expenses(74) 42
 112
 
 80
1
 33
 161
 (62) 133
Total operating expenses(74) 98
 179
 
 203
1
 86
 244
 (62) 269
Leased vehicle expenses    133
   133
—
 —
 156
 —
 156
Provision for loan losses  53
 64
   117
—
 60
 75
 —
 135
Interest expense57
 54
 236
 (179) 168
55
 11
 305
 (56) 315
Acquisition and integration expenses    7
   7
(17) 205
 619
 (179) 628
56
 157
 780
 (118) 875
Income before income taxes172
 40
 263
 (236) 239
134
 116
 258
 (286) 222
Income tax (benefit) provision11
 (25) 92
 
 78
(11) —
 88
 —
 77
Net income$161
 $65
 $171
 $(236) $161
$145
 $116
 $170
 $(286) $145
         
Comprehensive income$256
 $79
 $266
 $(345) $256
$150
 $96
 $175
 $(271) $150



3024
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended September 30, 2012
(unaudited, in millions)
 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Revenue         
Finance charge income$ $43
 $374
 $ $417
Leased vehicle income    80
   80
Other income11
 39
 51
 (84) 17
Equity in income of affiliates131
 148
   (279)  
 142
 230
 505
 (363) 514
Costs and expenses         
Salaries and benefits  51
 23
   74
Other operating expenses4
 (23) 50
   31
Total operating expenses4
 28
 73
   105
Leased vehicle expenses    56
   56
Provision for loan losses  44
 34
   78
Interest expense17
 34
 108
 (84) 75
 21
 106
 271
 (84) 314
Income before income taxes121
 124
 234
 (279) 200
Income tax (benefit) provision(2) (6) 85
   77
Net income$123
 $130
 $149
 $(279) $123
Comprehensive income$133
 $130
 $169
 $(299) $133



March 31,
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Nine Months Ended September 30, 2013
(unaudited, in millions) 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Revenue                  
Finance charge income$ $106
 $1,603
 $ $1,709
$—
 $39
 $376
 $—
 $415
Leased vehicle income    415
   415
—
 —
 107
 —
 107
Other income91
 209
 228
 (409) 119
14
 41
 47
 (84) 18
Equity in income of affiliates413
 427
   (840) 
113
 146
 —
 (259) —
504
 742
 2,246
 (1,249) 2,243
127
 226
 530
 (343) 540
Costs and expenses                  
Salaries and benefits  158
 155
   313
—
 48
 26
 —
 74
Other operating expenses(76) (7) 272
   189
Other operating expenses (income)3
 (25) 56
 —
 34
Total operating expenses(76) 151
 427
   502
3
 23
 82
 —
 108
Leased vehicle expenses    314
   314
—
 —
 80
 —
 80
Provision for loan losses  180
 131
   311
—
 67
 27
 —
 94
Interest expense128
 143
 552
 (409) 414
21
 35
 110
 (84) 82
Acquisition and integration expenses    29
   29
—
 —
 6
 —
 6
52
 474
 1,453
 (409) 1,570
24
 125
 305
 (84) 370
Income before income taxes452
 268
 793
 (840) 673
103
 101
 225
 (259) 170
Income tax (benefit) provision7
 (52) 273
   228
(3) (14) 81
 —
 64
Net income$445
 $320
 $520
 $(840) $445
$106
 $115
 $144
 $(259) $106
         
Comprehensive income$475
 $341
 $553
 $(894) $475
$100
 $116
 $138
 $(254) $100









32
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Nine Months Ended September 30, 2012
(unaudited, in millions)
 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Revenue         
Finance charge income$ $111
 $1,068
 $ $1,179
Leased vehicle income    199
   199
Other income33
 149
 205
 (333) 54
Equity in income of affiliates390
 467
   (857) 

 423
 727
 1,472
 (1,190) 1,432
Costs and expenses         
Salaries and benefits  147
 71
   218
Other operating expenses12
 (79) 146
   79
Total operating expenses12
 68
 217
   297
Leased vehicle expenses    147
   147
Provision for loan losses  171
 17
   188
Interest expense45
 134
 356
 (333) 202
 57
 373
 737
 (333) 834
Income before income taxes366
 354
 735
 (857) 598
Income tax (benefit) provision(6) (34) 266
   226
Net income$372
 $388
 $469
 $(857) $372
Comprehensive income$379
 $388
 $487
 $(875) $379




3325
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NineThree Months Ended September 30, 2013March 31, 2014
(unaudited, in millions) 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Net cash provided by operating activities$106
 $286
 $762
 $ $1,154
$175
 $57
 $233
 $—
 $465
Cash flows from investing activities:                  
Purchases of consumer finance receivables, net  (3,971) (6,557) 4,207
 (6,321)—
 (1,363) (2,822) 881
 (3,304)
Principal collections and recoveries on consumer finance receivables  

 5,099
   5,099
—
 (33) 2,650
 —
 2,617
Proceeds from sale of consumer finance receivables, net  4,207
   (4,207) 
—
 881
 —
 (881) —
Funding of commercial finance receivables, net  (3,395) (15,391) 2,593
 (16,193)
Collections of commercial finance receivables  1,069
 14,616
   15,685
Proceeds from sale of commercial finance receivables, net  2,593
   (2,593) 

Net funding of commercial finance receivables—
 (152) (198) —
 (350)
Purchases of leased vehicles, net    (1,746)   (1,746)—
 —
 (628) —
 (628)
Proceeds from termination of leased vehicles    142
   142
—
 —
 123
 —
 123
Acquisition of international operations, net of cash on hand(2,547) (863) 440
 863
 (2,107)
Purchases of property and equipment  (1) (9)   (10)—
 —
 (7) —
 (7)
Change in restricted cash    (74)   (74)—
 3
 (150) —
 (147)
Change in other assets  (44) 22
   (22)
Net change in investment in affiliates(29) (350)   379
 
—
 640
 —
 (640) —
Net cash used in investing activities(2,576) (755) (3,458) 1,242
 (5,547)—
 (24) (1,032) (640) (1,696)
Cash flows from financing activities:                  
Net increase in debt (original maturities less than three months)—
 —
 451
 —
 451
Borrowings and issuance of secured debt    11,676
   11,676
—
 —
 5,070
 —
 5,070
Payments on secured debt    (9,009)   (9,009)—
 —
 (4,238) —
 (4,238)
Borrowings and issuance of unsecured debt2,500
   1,698
   4,198
—
 —
 390
 —
 390
Payments on unsecured debt    (1,817)   (1,817)—
 —
 (330) —
 (330)
Borrowings on related party line of credit1,100
       1,100
Payments on related party line of credit(1,100)       (1,100)
Repayment of debt to Ally Financial    (1,416)   (1,416)
Capital contribution from parent1,300
   382
 (382) 1,300
Net capital contributions(45) —
 (595) 640
 —
Debt issuance costs(29)   (40)   (69)—
 —
 (23) —
 (23)
Net change in due from/due to affiliates(1,301) 467
 1,697
 (863) 

(130) 112
 18
 —
 —
Net cash provided by (used in) financing activities2,470
 467
 3,171
 (1,245) 4,863
Net (decrease) increase in cash and cash equivalents  (2) 475
 (3) 470
Net cash (used in) provided by financing activities(175) 112
 743
 640
 1,320
Net increase (decrease) in cash and cash equivalents—
 145
 (56) —
 89
Effect of foreign exchange rate changes on cash and cash equivalents    (6) 3
 (3)—
 —
 (1) —
 (1)
Cash and cash equivalents at beginning of period  1,252
 37
   1,289
—
 395
 679
 —
 1,074
Cash and cash equivalents at end of period$ $1,250
 $506
 $ $1,756
$—
 $540
 $622
 $—
 $1,162

3426
Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NineThree Months Ended September 30, 2012March 31, 2013
(unaudited, in millions) 
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
General
Motors
Financial
Company,
Inc.
 Guarantor 
Non-
Guarantors
 Eliminations Consolidated
Net cash provided by operating activities$236
 $166
 $529
 $ $931
$28
 $113
 $174
 $—
 $315
Cash flows from investing activities:                  
Purchases of consumer finance receivables, net  (4,354) (4,116) 4,116
 (4,354)—
 (1,343) (2,114) 2,114
 (1,343)
Principal collections and recoveries on consumer finance receivables    3,050
   3,050
—
 —
 1,096
 —
 1,096
Proceeds from sale of consumer finance receivables, net  4,116
   (4,116) 
—
 2,114
 —
 (2,114) —
Funding of commercial finance receivables, net  (582)     (582)
Collections of commercial finance receivables  300
     300
Net funding of commercial finance receivables—
 (361) (644) 732
 (273)
Proceeds from sale of commercial finance receivables, net—
 732
 —
 (732) —
Purchases of leased vehicles, net    (857)   (857)—
 —
 (510) —
 (510)
Proceeds from termination of leased vehicles    33
   33
—
 —
 37
 —
 37
Purchases of property and equipment  (2) (9)   (11)—
 —
 (1) —
 (1)
Change in restricted cash    219
   219
—
 —
 (88) —
 (88)
Change in other assets(21) 29
 (2)   6
—
 —
 5
 —
 5
Net change in investment in affiliates  2,177
   (2,177) 
(6) (1,095) —
 1,101
 —
Net cash (used in) provided by investing activities(21) 1,684
 (1,682) (2,177) (2,196)(6) 47
 (2,219) 1,101
 (1,077)
Cash flows from financing activities:                  
Borrowings and issuance of secured debt    6,600
   6,600
—
 —
 3,384
 —
 3,384
Payments on secured debt    (5,059)   (5,059)—
 —
 (1,000) —
 (1,000)
Borrowings and issuance of unsecured debt1,000
       1,000
Debt issuance costs(12)   (31)   (43)—
 —
 (13) —
 (13)
Retirement of debt(1)       (1)
Net capital contribution to subsidiaries    (2,187) 2,187
 

—
 —
 1,101
 (1,101) —
Net change in due from/due to affiliates(1,202) (608) 1,810
   

(21) 1,422
 (1,401) —
 —
Net cash (used in) provided by financing activities(215) (608) 1,133
 2,187
 2,497
(21) 1,422
 2,071
 (1,101) 2,371
Net increase (decrease) in cash and cash equivalents  1,242
 (20) 10
 1,232
Net increase in cash and cash equivalents—
 1,582
 26
 —
 1,609
Effect of foreign exchange rate changes on cash and cash equivalents    12
 (10) 2
—
 —
 (1) —
 (1)
Cash and cash equivalents at beginning of period  500
 72
   572
—
 1,252
 37
 —
 1,289
Cash and cash equivalents at end of period$ $1,742
 $64
 $ $1,806
$—
 $2,834
 $62
 $—
 $2,897









3527
Table of Contents

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
GM Financial isWe are a global provider of automobile finance solutions, and we operate in the market as the wholly-owned captive finance subsidiary of our parent, GM. As a result of the acquisition of the international operations, weWe conduct our business generally in two segments, in North America and internationally in Europe and Latin America. The North America Segment includes operations in the United StatesU.S. and Canada. The International Segment includes operations in Austria, Belgium, Brazil, Chile, Colombia, France, Germany, Greece, Italy, Mexico, the Netherlands, Portugal, Spain, Sweden, Switzerland and the United Kingdom, and, beginning on October 1, 2013, Brazil.U.K. Upon the expected closing of the acquisition of the remaining portion of the international operationsAlly Financial's equity interest in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), we will conduct business in China (through an equity interest in GMAC-SAIC), and this will be included in our International Segment.China.
North America Operations
Consumer
Our automobile finance programs in the North America Segment include sub-prime lending and full credit spectrum leasing. Our sub-prime lending program is designed to serve customers who have limited access to automobile financing through banks and credit unions. Our typical borrowers have experienced prior credit difficulties or have limited credit histories and generally have credit bureau scores ranging from 500 to 700. We generally charge higher rates than those charged by banks and credit unions and we also expect to sustain a higher level of defaults than these other automobile financing sources.
Our full spectrum leasing product is offered through GM-franchised dealers and targets prime and sub-prime consumers leasing new GM vehicles. We seek to provide competitive alternatives to existing marketplace lease offerings in GM-franchised dealers.
As a primarily indirect auto finance provider, we focus our marketing activities on automobile dealerships. We are selective in choosing the dealers with whom we conduct business and primarily pursue GM and non-GM manufacturer-franchised dealerships with new and used car operations andoperations; however, we also conduct business with a limited number of independent dealerships. We generally finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low-mileage used vehicles.
Our leasing product is offered through GM-franchised dealers and targets prime and non-prime consumers leasing new GM vehicles. We seek to provide competitive alternatives to existing marketplace lease offerings in GM-franchised dealers.
Our origination platform provides specialized focus on marketing our financing programs and underwriting loans and leases. Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting group focuses on underwriting, negotiating and closing loans and leases. In the United StatesU.S. our sales and underwriting groups are further segregated with separate teams servicing GM dealers and non-GM dealers, allowing us to continue efficient service for our non-GM dealers under the "AmeriCredit" brand while providing GM-franchised dealers the broader loan, lease and commercial lending products we offer under the "GM Financial" brand.
We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of our consumer demographic and portfolio databases consisting of data which we have collected in more than 20 years of operating history. Credit scoring is used to differentiate credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor contract pricing and structure. In addition to our proprietary credit scoring system, we utilize other underwriting guidelines in our underwriting process to help us further evaluate the credit risk of our consumer financing activities.
Our servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interests in the financed vehicles, monitoring physical damage insurance coverage of the financed vehicles, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate. Our activities also include managing an end-of-term process for consumers purchasing or returning leased vehicles.
Commercial
In April 2012 and March 2013, we launched our U.S. and Canadian commercial lending platforms to further support our GM-franchised dealerships and their affiliates. Our commercial lending offerings consist of loans to finance the purchase of vehicle inventory, also known as wholesale or floorplanfloor plan financing, as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital and to purchase and/or finance dealership real estate.
Each dealer is assigned a risk rating based on various factors, including, but not limited to, collateral analysis, capital sufficiency, operating performance, financial outlook and credit and payment history, if available. The risk rating indicates the pricing for and guides the management of the account. We monitor the level of borrowing under each dealer's account daily. Our commercial loan

36
Table of Contents

servicing activities include dealership customer service, account maintenance, exception processing, credit line monitoring and adjustment and insurance monitoring.

28
Table of Contents

International Operations
Consumer
We primarily employ an indirect-to-consumer model similar to the one we use in the North America Segment. Our consumer lending programs focus on financing prime quality consumers purchasing new GM vehicles. In many of the countries in which we operate, we also offer financial leases and a lease/retail hybrid product that includes a balloon payment at expiration, at which time the consumer may elect to make the payment, refinance or return the vehicle. We also offer finance-related insurance products through third parties, such as credit life, gap and extended warranty coverage. We finance primarily new automobiles, although we also finance used automobiles. In most of the countries in which we operate, similar to our underwriting process in the North America Segment, we utilize a proprietary credit scoring system to differentiate consumer credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor loan and lease pricing and structure.
Our servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interest in the financed vehicle, monitoring physical damage insurance coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate.
Commercial
Commercial products offered to dealer customers include new and used vehicle inventory financing, inventory insurance, working capital and capital improvement loans. Other commercial products include fleet financing and storage center financing. In addition, we provide training to dealer employees to help them maximize the value of these finance and insurance products. We utilize a proprietary underwriting system for commercial lending that has been refined through decades of experience in managing economic cycles. This process involves assigning a risk rating to each dealer based on our due diligence of various factors, including, but not limited to, collateral analysis, capital sufficiency, operating performance, financial outlook and credit and payment history, if available. The underwriting processes are performed in commercial lending centers located in Mexico, Brazil and Germany, the management of which operates independently of in-country sales and servicing operations. Our commercial loan servicing activities include dealership customer service, account maintenance and monitoring, exception processing, credit line monitoring and adjustment and insurance monitoring.
Financing
We primarily finance our loan, lease and commercial origination volume through the use of our secured and unsecured bank lines, through public and private securitization transactions where such markets are developed, through the issuance of senior notes and, to a lesser extent in Latin America, through public financing programsmarkets including the issuance of commercial paper and other financing programs. Additionally, in Europe, a portion of our operations in Europe are funded through an intercompany loan to our European entities.loans.
We seek to fund our international operations through local sources of funding to minimize currency and country risk. As such, the mix of funding sources varies from country to country, based on the characteristics of our receivables and the relative development of debt capital and securitization markets in each country. Our Latin American operations are entirely funded locally. Our European operations obtain most of their funding from local sources, but also borrow funds from affiliated companies.
In addition to our bank lines and securitization programs, GM provides us with financial resources through a tax sharing agreement, which effectively defers up to $1.0 billion in taxes that we would otherwise be required to pay to GM over time, and through the $600 million GM Related Party Credit Facility.
Additionally, we have a sub-limit of $4.0 billion available to borrow under GM's three-year $5.5 billion secured revolving credit facility. Our borrowings under this facility are limited by GM's ability to also borrow under the facility. If we borrow under this facility, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business.

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RESULTS OF OPERATIONS
As a result of our acquisition of the international operations, the results of our operations for the periods presented are not comparable and, therefore, there is no narrative discussion with respect to the International Segment included below. We have presented the quantitative information regarding the results of our operations in a tabular format in order to clearly show the impact of the international operations acquisition during the periods presented for 2013. Narrative discussion is included below to address the results of our operations attributable only to our North America Segment for the comparable periods presented. This narrative discussion is not, however, reflective of our entire business. The remainder of the difference between our total results in each category of our results of operations for three months ended March 31, 2014 and the corresponding period in 20122013 is solely resulting from our acquisition of the international operations.
Three Months Ended September 30, 2013March 31, 2014 as compared to
Three Months Ended September 30, 2012March 31, 2013
Average Earning Assets:
Average earning assets were as follows (dollars in millions):
Three Months Ended September 30, 2013 vs. 2012 ChangeThree Months Ended March 31, 2014 vs. 2013 Change
2013 2012 Amount%2014 2013 Amount %
North America International Total North America 
North
America
North America International Total North America 
North
America
Average consumer finance receivables$11,438
 $7,448
 $18,886
 $10,657
 $781
7.3%$11,532
 $11,950
 $23,482
 $11,076
 $456
 4.1%
Average commercial finance receivables1,244
 3,781
 5,025
 222
 1,022
460.4
2,038
 4,674
 6,712
 704
 1,334
 189.5%
Average finance receivables12,682
 11,229
 23,911
 10,879
 1,803
16.6
13,570
 16,624
 30,194
 11,780
 1,790
 15.2%
Average leased vehicles, net2,883
 4
 2,887
 1,483
 1,400
94.4
3,530
 2
 3,532
 1,879
 1,651
 87.9%
Average earning assets$15,565
 $11,233
 $26,798
 $12,362
 $3,203
25.9%$17,100
 $16,626
 $33,726
 $13,659
 $3,441
 25.2%
Average consumer finance receivables increased $781456 million from September 30, 2012March 31, 2013 to September 30, 2013,March 31, 2014, primarily because loan originations for the past twelve months exceeded portfolio liquidation through payments and defaults. We purchased $1.3$1.4 billion and $1.5 billion of consumer finance receivables in the North America Segment for the three months ended September 30, 2013March 31, 2014 and 2012.2013. The average new consumer loan size increased to $21,55121,424 for the three months ended September 30, 2013March 31, 2014 from $21,482$21,076 for the three months ended September 30, 2012.March 31, 2013. The average annual percentage rate for consumer finance receivables purchased during the three months ended September 30, 2013March 31, 2014 decreased to 13.5%13.2% from 13.9%13.7% duringfor the three months ended September 30, 2012,March 31, 2013, primarily due to pricing adjustments driven by lower cost of funds.
Average commercial finance receivables increased $1.01.3 billion from September 30, 2012March 31, 2013 to September 30, 2013,March 31, 2014, primarily due to the continued ramp-up in business since the introduction of our commercial lending platform in April 2012 and dealer conquests and related origination growth in thatthe business since that time.
Average leased vehicles, net, increased $1.41.7 billion from September 30, 2012March 31, 2013 to September 30, 2013.March 31, 2014. We purchased $727773 million and $299$620 million of leased vehicles for the three months ended September 30, 2013March 31, 2014 and 2012.2013. The increase in leased vehicles purchased was a result of GM's overall increased market penetration in leases and the success of our focus on achievinglease product offering to achieve and maintainingmaintain a significant minority share of GM's business.

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Revenue:
Revenues were as follows (dollars in millions):
Three Months Ended September 30, 2013 vs. 2012 ChangeThree Months Ended March 31, 2014 vs. 2013 Change
2013 2012 Amount%2014 2013 Amount %
North America International Total North America 
North
America
North America International Total North America 
North
America
Finance charge income:         
          
Consumer finance receivables$426
 $147
 $573
 $415
 $11
2.7 %$405
 $328
 $733
 $409
 $(4) (1.0)%
Commercial finance receivables$10
 $64
 $74
 $2
 $8
400.0
$15
 $82
 $97
 $6
 $9
 150.0 %
Leased vehicle income$170
 $2
 $172
 $80
 $90
112.5
$199
 $1
 $200
 $107
 $92
 86.0 %
Other income$16
 $32
 $48
 $17
 $(1)(5.9)$17
 $50
 $67
 $18
 $(1) (5.6)%
Finance charge income on consumer finance receivables increased by 2.7% to $426 millionwas flat for the three months ended September 30, 2013, from $415 million forMarch 31, 2014, compared to the three months ended September 30, 2012, primarily due toMarch 31, 2013. Increased finance charge income resulting from the 7.3%4.1% increase in average consumer finance receivables was offset bydue to a decrease in effective yield. The effective yield on our consumer finance receivables decreased to 14.8%14.2% for the three months ended September 30, 2013,March 31, 2014, from 15.5%15.0% for the three months ended September 30, 2012.March 31, 2013, primarily due to a decrease in the average annual percentage rate on new originations as well as a reduced yield impact from the accretion on the pre-acquisition portfolio. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables. The effective yield, as a percentage of average consumer finance receivables, is higher than the contractual rates of our auto finance contracts because the effective yield includes, in addition to the contractual rates and fees, the impact of excess cash flows transferred from non-accretable difference to accretable yield, which impact has decreased over time with the amortization of the pre-acquisition portfolio. The difference between the effective yield and the contractual rates will continue to decrease as the pre-acquisition portfolio amortizes.
The increase in commercial finance charge income reflects the 189.5% increase in the average commercial finance receivables portfolio.
Leased vehicle income increased by 112.5%86.0% to $170199 million for the three months ended September 30, 2013March 31, 2014 from $80107 million for the three months ended September 30, 2012,March 31, 2013, due to the increased size of the leased asset portfolio.
Costs and Expenses:
Costs and expenses were as follows (dollars in millions):
 Three Months Ended September 30, 2013 vs. 2012 Change
 2013 2012 Amount%
 North America International Total North America 
North
America
Operating expenses$114
 $89
 $203
 $105
 $9
8.6%
Leased vehicle expenses$132
 $1
 $133
 $56
 $76
135.7
Provision for loan losses$108
 $9
 $117
 $78
 $30
38.5
Interest expense(a)
$114
 $54
 $168
 $75
 $39
52.0
Acquisition and integration expenses
 $7
 $7
 
 

____________________
(a) 2013 amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 13 - "Segment Reporting."
 Three Months Ended March 31, 2014 vs. 2013 Change
 2014 2013 Amount%
 North America International Total North America 
North
America
Operating expenses$118
 $151
 $269
 $108
 $10
9.3 %
Leased vehicle expenses$156
 $—
 $156
 $80
 $76
95.0 %
Provision for loan losses$103
 $32
 $135
 $94
 $9
9.6 %
Interest expense(a)
$120
 $195
 $315
 $82
 $38
46.3 %
Acquisition and integration expenses$—
 $—
 $—
 $6
 $(6)(100.0)%
_________________ 
(a)2014 amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 12 - "Segment Reporting" in our consolidated financial statements in this Form 10-Q.
Operating Expenses
Operating expenses were $114118 million for the three months ended September 30, 2013,March 31, 2014, compared to $105108 million for the three months ended September 30, 2012.March 31, 2013. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. These expenses represented 74.3%75.2% and 70.6%68.8% of total operating expenses for the three months ended September 30, 2013March 31, 2014 and 2012.2013.
Operating expenses as an annualized percentage of average earning assets decreased to 3.0% from 3.4%2.8% for the three months ended September 30,March 31, 2014 from 3.2% for the three months ended March 31, 2013, and 2012, due to efficiency gains resulting from the increase in average earning assets.


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Leased Vehicle Expenses
Leased vehicle expenses increased by 135.7%95.0% to $132156 million for the three months ended September 30, 2013,March 31, 2014, from $5680 million for the three months ended September 30, 2012,March 31, 2013, due to the increased size of the leased asset portfolio. Our leased vehicle expenses are predominantly related to depreciation of leased assets.
Provision for Loan losses
Provisions for consumer finance receivable loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the consumer finance receivables portfolio. The provision for loan losses recorded for the three months ended September 30,March 31, 2014 and 2013 and 2012 reflects inherent losses on receivables originated during these periods and changes in the amount of inherent losses on post-acquisition finance receivables originated in prior periods. The provision for consumer loan losses increased to $104 million for the three months ended March 31, 2014 from $10789 million for the three months ended September 30,March 31, 2013, from $78 million for the three months ended September 30, 2012, as a result of the increase in the size of the consumer finance receivables portfolio and normalizing credit trends with slightly higher defaults and delinquencies.portfolio. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 4.1%3.9% and 4.0% for the three months ended September 30, 2013March 31, 2014 and 2012.2013.
The reduction in our allowance for loan losses, as a percentage of our commercial finance receivables portfolio as of March 31, 2014, resulted in a slight credit to provision expense. The provision for loan losses on commercial finance receivables was $1$5 million for the three months ended September 30, 2013.March 31, 2013.
Interest Expense
Interest expense increased to $114120 million for the three months ended September 30, 2013,March 31, 2014, from $7582 million for the three months ended September 30, 2012.March 31, 2013. The increase was primarily as a result of an increase in average debt outstanding to $15.516.7 billion for the three months ended September 30, 2013,March 31, 2014, from $9.811.2 billion for the three months ended September 30, 2012.March 31, 2013. The increase in debt was due to funding requirements for growth in the loan and lease portfolio, as well as for the acquisition of the international operations. Our effective rate of interest on our debt was 2.9% and 3.0% for the three months ended September 30, 2013March 31, 2014 and 2012.2013.
Acquisition and Integration Expenses
AcquisitionThe acquisition and integration expenses for the three months ended September 30,March 31, 2013 of $7 million primarily represent advisory, legal and professional fees and other costs related to the acquisition of the international operations and the pending acquisition of Ally Financial's auto finance and financial services operations in China.operations.
Taxes
Our consolidated effective income tax rate was 32.8%34.7% and 38.2%37.6% for the three months ended September 30, 2013March 31, 2014 and 2012.2013. The decrease in the effective income tax rate is primarily related to the settlement of the IRS audit as well as the acquisition of the international operations, which resulted in income in jurisdictions with lower taxtaxing rates and other permanent differences. These decreases were offset by the tax effects of certain non-deductible transaction costs.differences..
Other Comprehensive Income
Foreign Currency Translation Adjustment
Consolidated foreign currency translation adjustmentadjustments of $955 million and $10(6) million for the three months ended September 30,March 31, 2014 and 2013, and 2012, were included in other comprehensive income. Most of the entities acquired with the international operations acquisition use functional currencies other than the U.S. dollar. The translation adjustment is due to the change in the values of our international currency-denominated assets and liabilities resulting from changes in the value of the U.S. dollar in relation to international currencies duringfor the three months ended September 30, 2013March 31, 2014 and 2012.


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Nine Months Ended September 30, 2013as compared to
Nine Months Ended September 30, 2012
Average Earning Assets:
Average earning assets were as follows (dollars in millions):
 Nine Months Ended September 30, 2013 vs. 2012 Change
 2013 2012 Amount%
 North America International Total North America 
North
America
Average consumer finance receivables$11,281
 $4,801
 $16,082
 $10,241
 $1,040
10.2%
Average commercial finance receivables998
 2,428
 3,426
 98
 900
918.4%
Average finance receivables12,279
 7,229
 19,508
 10,339
 1,940
18.8
Average leased vehicles, net2,393
 4
 2,397
 1,227
 1,166
95.0
Average earning assets$14,672
 $7,233
 $21,905
 $11,566
 $3,106
26.9%
Average consumer finance receivables increased $1.0 billion from September 30, 2012 to September 30, 2013, primarily because loan originations for the past twelve months exceeded portfolio liquidation through payments and defaults. We purchased $4.0 billion and $4.4 billion of consumer finance receivables in the North America Segment for the nine months ended September 30, 2013 and 2012. The average new consumer loan size increased to $21,468 for the nine months ended September 30, 2013 from $21,259 for the nine months ended September 30, 2012. The average annual percentage rate for consumer finance receivables purchased during the nine months ended September 30, 2013 decreased to 13.4% from 14.2% during the nine months ended September 30, 2012, primarily due to pricing adjustments driven by lower cost of funds.
Average commercial finance receivables increased $900 million from September 30, 2012 to September 30, 2013, primarily due to the introduction of our commercial lending platform in April 2012 and dealer conquests and related origination growth in that business since that time.
Average leased vehicles, net, increased $1.2 billion from September 30, 2012 to September 30, 2013. We purchased $2.2 billion and $1.1 billion of leased vehicles for the nine months ended September 30, 2013 and 2012. The increase leased vehicles purchased was a result of GM's overall increased market penetration in leases and our focus on achieving and maintaining a significant minority share of GM's business.
Revenue:
Revenues were as follows (dollars in millions):
 Nine Months Ended September 30, 2013 vs. 2012 Change
 2013 2012 Amount%
 North America International Total North America 
North
America
Finance charge income          
Consumer finance receivables$1,262
 $289
 $1,551
 $1,176
 $86
7.3 %
Commercial finance receivables$25
 $133
 $158
 $3
 $22
n.m.
Lease vehicle income$411
 $4
 $415
 $199
 $212
106.5
Other income$52
 $67
 $119
 $54
 $(2)(3.7)
____________________
n.m.= not meaningful
Finance charge income on consumer finance receivables increased by 7.3% to $1.3 billion for the nine months ended September 30, 2013, from $1.2 billion for the nine months ended September 30, 2012, primarily due to the 10.2% increase in average consumer finance receivables offset by a decrease in effective yield. The effective yield on our consumer finance receivables decreased to 15.0% for the nine months ended September 30, 2013, from 15.3% for the nine months ended September 30, 2012. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables. The effective yield, as a percentage of average consumer finance receivables, is higher than the contractual rates of our auto finance contracts because the effective yield includes, in addition to the contractual rates and fees, the impact of excess cash flows transferred from non-accretable difference to accretable yield, which impact has decreased over time with the

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amortization of the pre-acquisition portfolio. The difference between the effective yield and the contractual rates will decrease as the pre-acquisition portfolio amortizes.
Leased vehicle income increased by 106.5% to $411 million for the nine months ended September 30, 2013 from $199 million for the nine months ended September 30, 2012, due to the increased size of the leased asset portfolio.
Costs and Expenses:
Costs and expenses were as follows (dollars in millions):
 Nine Months Ended September 30, 2013 vs. 2012 Change
 2013 2012 Amount%
 North America International Total North America 
North
America
Operating expenses$326
 $176
 $502
 $297
 $29
9.8%
Leased vehicle expenses$311
 $3
 $314
 $147
 $164
111.6
Provision for loan losses$283
 $28
 $311
 $188
 $95
50.5
Interest expense(a)
$300
 $114
 $414
 $202
 $98
48.5
Acquisition and integration expense
 $29
 $29
 
 

____________________
(a) 2013 amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 13 - "Segment Reporting."
Operating Expenses
Operating expenses were $326 million for the nine months ended September 30, 2013, compared to $297 million for the nine months ended September 30, 2012. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. These expenses represented 73.2% and 73.8% of total operating expenses for the nine months ended September 30, 2013 and 2012.
Operating expenses as an annualized percentage of average earning assets decreased to 3.1% from 3.4% for the nine months ended September 30, 2013 and 2012, due to efficiency gains resulting from the increase in average earning assets.
Leased Vehicle Expenses
Leased vehicle expenses increased by 111.6% to $311 million for the nine months ended September 30, 2013, from $147 million for the nine months ended September 30, 2012, due to the increased size of the leased asset portfolio. Our leased vehicle expenses are predominantly related to depreciation of leased assets.
Provision for Loan losses
Provisions for consumer finance receivable loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of consumer finance receivables. The provision for loan losses recorded for the nine months ended September 30, 2013 and 2012 reflects inherent losses on post-acquisition receivables originated during these periods and changes in the amount of inherent losses on consumer finance receivables originated in prior periods. The provision for consumer loan losses increased to $276 million for the nine months ended September 30, 2013 from $188 million for the nine months ended September 30, 2012, as a result of the increase in the size of the consumer finance receivables portfolio and normalizing credit trends with slightly higher defaults and delinquencies. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 3.6% and 3.7% for the nine months ended September 30, 2013 and 2012.
The provision for loan losses on commercial finance receivables was $7 million for the nine months ended September 30, 2013.
Interest Expense
Interest expense increased to $300 million for the nine months ended September 30, 2013, from $202 million for the nine months ended September 30, 2012. The increase was primarily as a result of an increase in average debt outstanding to $13.7 billion for the nine months ended September 30, 2013, from $9.1 billion for nine months ended September 30, 2012. Our effective rate of interest on our debt decreased to 2.9% for the nine months ended September 30, 2013 from 3.7% for the same period in 2012, due to a lower interest rate environment, as well as the payoff of higher-priced securitization notes payable.

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Acquisition and Integration Expenses
Acquisition and integration expenses for the nine months ended September 30, 2013 of $29 million primarily represent advisory, legal and professional fees and other costs related to the acquisition of the international operations and the pending acquisition of Ally Financial's auto finance and financial services operations in China.
Taxes
Our consolidated effective income tax rate was 33.9% and 37.8% for the nine months ended September 30, 2013 and 2012. The decrease in the effective income tax rate is primarily related to the settlement of the IRS audit as well as the acquisition of the international operations, which resulted in income in jurisdictions with lower tax rates and other permanent differences. These decreases were offset by the tax effects of certain non-deductible transaction costs.
Foreign Currency Translation Adjustment
Consolidated foreign currency translation adjustment of $30 million and $9 million for the nine months ended September 30, 2013 and 2012, were included in other comprehensive income. Most of the entities acquired with the international operations acquisition use functional currencies other than the U.S. dollar. The translation adjustment is due to the change in the values of our international currency-denominated assets and liabilities resulting from changes in the value of the U.S. dollar in relation to international currencies during the nine months ended September 30, 2013 and 2012.2013.
CREDIT QUALITY
Consumer Finance Receivables
In the North America Segment, we primarily provide financing in relatively high-risk markets, and therefore anticipate a corresponding high level of delinquencies and charge-offs. In the International Segment, the consumer financing we provide is generally to borrowers with prime lendingcredit and considered lower-risk; therefore, we expect correspondingly lower levels of delinquencies and charge-offs.charge-offs than in our North America Segment.

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The following tables present certain data related to the consumer finance receivables portfolio (dollars in millions, except where noted):
September 30, 2013 December 31, 2012March 31, 2014 December 31, 2013
North America International Total North AmericaNorth America International Total North America International Total
Pre-acquisition consumer finance receivables - outstanding balance$1,154
 $445
 $1,599
 $2,162
$735
 $293
 $1,028
 $931
 $363
 $1,294
Pre-acquisition consumer finance receivables - carrying value$1,028
 $424
 $1,452
 $1,958
$645
 $285
 $930
 $826
 $348
 $1,174
Post-acquisition consumer finance receivables, net of fees10,313
 7,352
 17,665
 8,831
10,911
 12,183
 23,094
 10,562
 11,394
 21,956
11,341
 7,776
 19,117
 10,789
11,556
 12,468
 24,024
 11,388
 11,742
 23,130
Less: allowance for loan losses(453) (14) (467) (345)(491) (46) (537) (468) (29) (497)
Total consumer finance receivables, net$10,888
 $7,762
 $18,650
 $10,444
$11,065
 $12,422
 $23,487
 $10,920
 $11,713
 $22,633
Number of outstanding contracts730,944
 711,282
 1,442,226
 740,814
728,830
 1,287,120
 2,015,950
 725,797
 1,224,845
 1,950,642
Average amount of outstanding contract (in dollars)(a)
$15,688
 $10,962
 $13,357
 $14,839
Average amount of outstanding contracts (in dollars)(a)
$15,979

$9,693

$11,966

$15,835
 $9,599
 $11,919
Allowance for loan losses as a percentage of post-acquisition consumer finance receivables, net of fees4.4% 0.2% 2.6% 3.9%4.5%
0.4%
2.3%
4.4% 0.3% 2.3%
_________________ 
(a)
Average amount of outstanding contract consists of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees, divided by number of outstanding contracts.
The allowance for loan losses for the North America Segment as a percentage of post-acquisition consumer finance receivables, net of fees, has increased due to normalizing credit trends with slightlymoderately higher defaults and delinquencies. The allowance for the acquired international receivables was eliminated in acquisition accounting at the acquisition dates. As a result, the allowance at September 30, 2013March 31, 2014 for the International Segment represents an estimate of losses inherent in only the receivables originated since the acquisition dates. The allowance for losses for the International Segment will grow over time as the post-acquisition loan balance grows. However, the allowance for losses for the International Segment is expected to be much less than that for the North America Segment due to the higher credit quality of its originations.

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Delinquency
The following is a summary of the contractual amounts of consumer finance receivables, which is not materially different than recorded investment, that are (i) more than 30 days delinquent, not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in millions):
September 30,
2013 2012March 31, 2014 March 31, 2013
North America International Total North AmericaNorth America International Total North America
Amount Percent of Contractual Amount Due Amount Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount DueAmount Percent of Contractual Amount Due Amount Amount Percent of Contractual Amount Due Amount Percent of Contractual Amount Due
31 - 60 days$690
 6.0% $49
 $739
 3.8% $561
 5.2%$579
 5.0% $138
 $717
 3.1% $477
 4.3%
Greater - than 60 days247
 2.2
 44
 291
 1.5
 204
 1.9
210
 1.8
 126
 336
 1.4
 169
 1.5
937
 8.2
 93
 1,030
 5.3
 765
 7.1
789
 6.8
 264
 1,053
 4.5
 646
 5.8
In repossession41
 0.4
 4
 45
 0.3
 38
 0.3
33
 0.3
 5
 38
 0.1
 32
 0.3
$978
 8.6% $97
 $1,075
 5.6% $803
 7.4%$822
 7.1% $269
 $1,091
 4.6% $678
 6.1%
An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies may vary from period to period based upon the average credit scores in the portfolio which reflects our underwriting strategies and risk tolerance, the average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Our target customer base in the North America Segment is predominantly sub-prime; therefore, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

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Delinquencies in the North America Segment increased from 5.2%to 6.8% at September 30, 2012March 31, 2014 to 6.0%from 5.8% at September 30,March 31, 2013,, consistent with a greater concentration of loans with lower average credit scores at September 30, 2013March 31, 2014 and normalizing credit trends. Our customer base in the International Segment is primarily prime; therefore, delinquency levels are much lower.
Deferrals
Due to the lower-risk nature of the consumer base in the International Segment, it is unnecessary to offer deferrals as frequently as in the North America Segment, which leads to thean immaterial overall level of deferrals in the International Segment to be immaterial.Segment. Therefore, the following information regarding deferrals is presented for consumer finance receivables in the North America Segment only.
In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers, whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received.
Due to the nature of our consumer base in the North America Segment and policies and guidelines of the deferral program, which policies and guidelines have not changed materially in several years, approximately 50% to 60% of accounts historically comprising the consumer finance receivables in the North America Segment receive a deferral at some point in the life of the account.
An account for which all delinquent payments are deferred or paid in a deferment transaction is classified as current at the time the deferment is granted and therefore is not included as a delinquent account. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.
Contracts receiving a payment deferral as an average quarterly percentage of average consumer finance receivables outstanding were 6.7%5.8% and 5.7%6.0% for the three months ended September 30, 2013March 31, 2014 and 2012 and 6.3% and 5.4% for the nine months ended September 30, 2013 and 2012. The increase in deferrals correlates to the increase in delinquent consumer finance receivables in North America Segment, as discussed above.2013.

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The following is a summary of deferrals in the North America Segment as a percentage of consumer finance receivables outstanding:
September 30, 2013
December 31, 2012March 31, 2014
December 31, 2013
Never deferred75.9% 77.8%75.0% 74.7%
Deferred:      
1-2 times20.4
 18.1
21.3
 21.6
3-4 times3.7
 4.1
3.7
 3.7
Total deferred24.1
 22.2
25.0
 25.3
Total100.0% 100.0%100.0% 100.0%
We evaluate the results of our deferment strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, we believe that payment deferrals granted according to our policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.
Changes in deferment levels do not have a direct impact on the ultimate amount of consumer finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios, loss confirmation periods and cash flow forecasts for loans classified as troubled debt restructurings ("TDRs")TDRs used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

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Troubled Debt Restructurings
See Note 42 - "Finance Receivables" to our condensed consolidated financial statements in this Form 10-Q for further discussion of TDRs.
Credit Losses - non-GAAPnon-U.S. GAAP measure
We analyze portfolio performance of both the pre- and post-acquisition finance receivables portfolios on a combined basis. This information allows us and investors the ability to analyze credit loss trends in the combined portfolio. Additionally, information on credit losses, on a combined basis, facilitates comparisons of current and historical results.
The following is a reconciliation of charge-offs on the post-acquisition portfolio to credit losses on the combined portfolio (in millions):
 Three Months Ended September 30,
 2013 2012
 
North America(a)
 International Total 
North America(a)
Charge-offs$153
 $18
 $171
 $82
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio34
 4
 38
 67
Total credit losses$187
 $22
 $209
 $149
_________________ 
(a)Total credit losses in the North America Segment is comprised of the sum of repossession credit losses and mandatory credit losses.

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Nine Months Ended September 30,Three Months Ended March 31,
2013 20122014 2013
North America(a)
 International Total 
North America(a)
North America(a)
 International Total 
North America(a)
Charge-offs$401
 $18
 $419
 $186
$192
 $32
 $224
 $132
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio123
 9
 132
 236
24
 3
 27
 53
Total credit losses$524
 $27
 $551
 $422
$216
 $35
 $251
 $185
_________________ 
(a)
Total credit losses in the North America Segment is comprised of the sum of repossession credit losses and mandatory credit losses.
The following table presents credit loss data (which includes charge-offs on the post-acquisition portfolio and write-offs of contractual amounts on the pre-acquisition portfolios) with respect to our consumer finance receivables portfolio (dollars in millions): 
 Three Months Ended September 30,
 2013 2012
 North America 
International(a)
 
Total(a)
 North America
Repossession credit losses$180
 $18
 $198
 $139
Less: recoveries(105) (15) (120) (82)
Mandatory credit losses(b)
7
 4
 11
 10
Net credit losses$82
 $7
 $89
 $67
Net annualized credit losses as a percentage of average consumer finance receivables(c)
2.8% 0.4% 1.9% 2.5%
Recoveries as a percentage of gross repossession credit losses58.7%     59.2%
Nine Months Ended September 30,Three Months Ended March 31,
2013 20122014 2013
North America 
International(a)
 
Total(a)
 North AmericaNorth America 
International(a)
 Total North America
Repossession credit losses$519
 $18
 $537
 $418
$217
 $35
 $252
 $188
Less: recoveries(313) (15) (328) (257)(128) (17) (145) (114)
Mandatory credit losses(b)
5
 9
 14
 4
(1) —
 (1) (3)
Net credit losses$211
 $12
 $223
 $165
$88
 $18
 $106
 $71
Net annualized credit losses as a percentage of average consumer finance receivables(c)
2.5% 0.4% 1.9% 2.2%3.1% 0.6% 1.8% 2.6%
Recoveries as a percentage of gross repossession credit losses60.3%     61.5%59.1%     60.5%
_________________ 
(a)Repossession credit losses for the International Segment represent the write-down of receivables to net realizable value, net of any recovery payments received. As a result, a calculation of recoveries as a percentage of gross repossession credit losses is not meaningful. Recoveries to date are primarily on credit losses that occurred prior to our acquisition of the international operations.
(b)Mandatory credit losses represent accounts 120 days delinquent in the post-acquisition portfolio that are charged off in full, with no recovery amounts realized at time of charge-off, net of any subsequent recoveries as well as the net write-down of consumer finance receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.
(c)Average consumer finance receivables are defined as the average daily receivable balance excluding the carrying value adjustment.
While the accounting related to charge-offs has been impacted by the application of acquisition accounting related to acquisitions, the dollar amount and percentage of net credit losses is comparable between the pre-acquisition and the post-acquisition portfolios. Net credit losses as a percentage of average consumer finance receivables outstanding may vary from period to period based upon the average credit scores in the portfolio which reflects our underwriting strategies and risk tolerance, the average age or seasoning of the portfolio and economic conditions.

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Commercial Finance Receivables
The following table presents certain data related to the commercial finance receivables portfolio (dollars in millions):
September 30, 2013 December 31, 2012March 31, 2014 December 31, 2013
North America International Total North AmericaNorth America International Total North America International Total
Commercial finance receivables, net of fees$1,357
 $3,889
 $5,246
 $560
$2,190
 $4,918
 $7,108
 $1,975
 $4,725
 $6,700
Less: allowance for loan losses(13) (16) (29) (6)(16) (33) (49) (17) (34) (51)
Total commercial finance receivables, net$1,344
 $3,873
 $5,217
 $554
$2,174
 $4,885
 $7,059
 $1,958
 $4,691
 $6,649
Number of dealers252
 2,387
 2,639
 101
336
 2,473
 2,809
 309
 2,646
 2,955
Average carrying amount per dealer$5
 $2
 $2
 $5
$6
 $2
 $3
 $6
 $2
 $2
Commercial finance receivables are assessed for impairment and any required allowance for credit losses is recorded based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, 2013March 31, 2014, there were no outstanding commercial finance receivables classified as TDRs.
There were no charge-offs of commercial finance receivables duringfor the ninethree months ended September 30, 2013March 31, 2014 and 2013. At . The accrual of finance charge income has been suspended on March 31, 2014$2 million of commercial finance receivables (based on contractual amount due) as of September 30, 2013.
At September 30, 2013, 99.7%, substantially all of our commercial finance receivables were current with respect to payment status.
Leased Vehicles
At March 31, 2014 and 2013, September 30, 2013 and 2012, 99.0%98.8% and 99.4%99.5% of our leases were current with respect to payment status. Leased vehicles returned as a result of a default were $7increased to $11 million and $2 million for the three months ended September 30, 2013 and 2012 and $16 million andMarch 31, 2014 from $4 million for the ninethree months ended September 30,March 31, 2013, and 2012.primarily due to the seasoning of the lease portfolio.
LIQUIDITY AND CAPITAL RESOURCES
General
Our primary sources of cash are finance charge income, leasing income, servicing fees, net distributions from secured debt borrowings under secured and unsecured debt,facilities, including securitizations, collections and recoveries on finance receivables, secured and issuances ofunsecured borrowings and net proceeds from senior notes.notes transactions. Our primary uses of cash are purchases of consumer finance receivables and leased vehicles, the funding of commercial finance receivables, acquisitions,funding credit enhancement requirements in connection with securitizations and secured facilities, repayment of secured and unsecured debt, funding credit enhancement requirements for secured facilities, operating expenses, interest costs, capital expenditures and interest costs.acquisitions.
We used cash of $6.3$3.3 billion and $4.4 billion for the purchase of consumer finance receivables during(including $2.0 billion in the International Segment) for the three months ended March 31, 2014, compared to $1.3 billion for the three months ended March 31, 2013. We used cash of $0.6 billion and $0.5 billion for the purchase of leased vehicles for the ninethree months ended September 30,March 31, 2014 and 2013 and 2012. We used cash of $1.70.4 billion and $857 million0.3 billion for the purchasefunding of leased vehicles duringcommercial finance receivables, net of collections, for the ninethree months ended September 30,March 31, 2014 and 2013 and 2012. These purchases and fundings were financed initially utilizing cash and borrowings on our secured and unsecured credit facilities. Subsequently, our strategy is to obtain long-term financing for consumer and commercial finance receivables and leased vehicles through securitization transactions, most notably in the U.S. and Canada, but also in certain other countries where the debt capital and securitization markets are sufficiently developed, such as in Germany and the United Kingdom.U.K.
Liquidity
Our available liquidity consists of the following (in millions): 
September 30, 2013 December 31, 2012March 31, 2014 December 31, 2013
Cash and cash equivalents(a)$1,756
 $1,289
$1,162
 $1,074
Borrowing capacity on unpledged eligible assets1,905
 1,349
1,430
 1,650
Borrowing capacity on committed unsecured lines of credit249
  583
 615
Borrowing capacity on GM Related Party Credit Facility600
 300
600
 600
$4,510
 $2,938
Available liquidity$3,775
 $3,939
The increase in liquidity is due primarily to the following: (i) the issuance of $2.5 billion in senior unsecured notes, (ii) a capital contribution from GM of $1.3 billion, (iii) the addition of $970 million in cash and borrowing capacity available to the international operations, (iv) the addition of new warehouse facilities to fund our commercial lending finance receivables in the North America


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Segment and (v)_________________
(a)
Includes $567 million and $623 million in unrestricted cash outside of the U.S. at March 31, 2014 and December 31, 2013. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.
Available liquidity decreased during the three months endedMarch 31, 2014 primarily due to a $300$220 million decrease in unpledged eligible assets, partially offset by an $88 million increase in the capacity of our GM Related Party Credit Facility, offset by (i) the payment of $2.5 billion in consideration for the international operations acquisitioncash and (ii) the repayment of $1.4 billion of debt that was assumed as part of the international operations acquisition. Our current level of liquidity is considered sufficient to meet our obligations.cash equivalents.
We have the ability to borrow up to $4.0 billion against GM's three-year $5.5 billion secured revolving credit facility. Our borrowings under the facility are limited by GM's ability to borrow the entire amount available under the facility. Therefore we may be able to borrow up to $4.0 billion or may be unable to borrow depending on GM's borrowing activity. If we do borrow under the facility we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our subsidiaries' assets secure this facility.
Credit Facilities
In the normal course of business, in addition to using our available cash, we utilize borrowings under our credit facilities, which may be secured andor structured as securitizations, or may be unsecured, and we repay these borrowings as appropriate under our cash management strategy.
As of September 30, 2013,March 31, 2014, credit facilities consist of the following (in millions):
Facility Type Facility Amount Advances Outstanding Facility Amount Advances Outstanding
Revolving consumer asset-secured facilities(a)
 $8,657
 $3,616
 $12,189
 $5,678
Revolving commercial asset-secured facilities(b)
 3,401
 2,493
 5,018
 3,334
Total secured 12,058
 6,109
 $17,207
 $9,012
Unsecured committed facilities 636
 387
 1,228
 645
Unsecured uncommitted facilities(c)
 

 842
Unsecured uncommitted facilities and other debt(c)
 —
 2,533
Total unsecured 636
 1,229
 $1,228
 $3,178
GM Related Party Credit Facility 600
   600
 —
Total advances outstanding $13,294
 $7,338
Total $19,035
 $12,190
Acquisition accounting discount   (20)   (35)
 $13,294
 $7,318
   $12,155
_________________
(a)Includes revolving credit facilities backed by consumer finance receivables and leases.
(b)Includes revolving credit facilities backed by loans to dealers, primarily for floorplanfloor plan financing.
(c)The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them; therefore, we do not include available capacity on these facilities in our liquidity. We had $455$424 million in unused borrowing capacity on these facilities as of September 30, 2013.March 31, 2014.
See Note 64 - "Debt" to our condensed consolidated financial statements in this Form 10-Q for further discussion of the terms of our revolving credit facilities.
We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain of our secured credit facilities. Additionally, our secured credit facilities contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of September 30, 2013,March 31, 2014, we were in compliance with all covenants inrelated to our credit facilities.
Term FinancingSecuritization Notes Payable
We seek to finance our consumer and commercial finance receivables and leases through public and private term securitization transactions, most notably in the U.S. and Canada, but also in certain other countries where the debt capital and securitization markets are sufficiently developed, such as in the U.S., Germany and the United Kingdom.U.K. The proceeds from the transactions were primarily used to repay borrowings outstanding under our revolving credit facilities.

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A summary of securitization notes payable is as follows (in millions):
Year of Transaction 
Maturity
Date (a)
 Original
Issuance
Amounts		 Note
Balance At
September 30, 2013		 
Maturity Date (a)
 Original Issuance Amounts Note Balance At
March 31, 2014
2007 June 2018 $74
 $ $71
 June 2018 $76
   $66
2010 July 2017-April 2018 200
-850
 730
 July 2017-April 2018 $200
-$850
 539
2011 July 2018-December 2019 541
-1,000
 2,078
 July 2018-December 2019 $551
-$1,000
 1,590
2012 June 2019-July 2020 506
-1,300
 4,643
 June 2019-July 2020 $800
-$1,300
 3,647
2013 May 2018-December 2021 718
-1,100
 4,846
 May 2018-December 2021 $400
-$1,107
 5,794
2014 July 2021-March 2022 $562
-$750
 2,777
Total active securitizations     12,368
     14,413
Acquisition accounting discount     (11)     (10)
     $12,357
     $14,403
_________________ 
(a)Maturity dates represent legal final maturity of issued notes. The notes are expected to be paid based on amortization of the finance receivables pledged.
Our securitizations utilize special purpose entities which are also VIE'sVIEs that meet the requirements to be consolidated in our financial statements. See Note 76 - "Variable Interest Entities" to our condensed consolidated financial statements in this Form 10-Q for further discussion.

FORWARD-LOOKING STATEMENTS
This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" and/or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission, ("the Commission"), including our Annual Report on Form 10-K for the year ended December 31, 2012.2013. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.
The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:
our ability to close the acquisition of GMAC-SAICAlly Financial's auto finance and financial services operations in China and integrate the internationalthose operations into our business successfully;
•changes in general economic and business conditions;
GM's ability to sell new vehicles that we finance in the markets we serve in North America, Europe and Latin America that we finance;America;
•interest rate and currency fluctuations;
•our financial condition and liquidity, as well as future cash flows and earnings;
•competition;
the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;
•the availability of sources of financing;
•the level of net charge-offs, delinquencies and prepayments on the loans and leases we originate;
•the viability of GM-franchised dealers that are commercial loan customers;
•the prices at which used cars are sold in the wholesale auction markets; and
•changes in business strategy, including acquisitions and expansion of product lines and credit risk appetite.
If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

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Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our exposure to interest rate risk since December 31, 2012.2013. See Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K.
Item 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission’sCommission's rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosure.
The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2013.March 31, 2014. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
On April 1, 2013, we acquired all of Ally Financial's auto finance and financial services operations in Germany, the United Kingdom, Italy, Sweden, Switzerland, Austria, Belgium, the Netherlands, Greece, Spain, Chile, Colombia and Mexico. On June 1, 2013, we acquired Ally Financial's auto finance and financial services operations in France and Portugal. These operations collectively represent a change that may have materially affected our internal control over financial reporting during the periods ended September 30, 2013. We have extended our oversight and monitoring processes that support our internal control over financial reporting to include the international operations. We are currently in the process of integrating the internal controls and procedures of the international operations, including a preliminary assessment of internal controls over financial reporting, with our North American operations, which may materially affect our internal control over financial reporting. We expect to exclude the international operations from our December 31, 2013 assessment of and report on internal control over financial reporting, but we expect to perform an assessment of and report on internal control over financial reporting of all of the operations of the combined company as of December 31, 2014. Other than the operations acquired, there have beenThere were no other changes made in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three monthsquarter ended September 30, 2013,March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Limitations Inherent in all Controls
Our management, including the CEO and CFO, recognize that the disclosure controls and internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.



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Part II. OTHER INFORMATION
Part II.OTHER INFORMATION
Item 1.Legal Proceedings
There are no material updates to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2012.None.
Item 1A.Risk Factors
The risks described in our Annual Report on Form 10-K are not the only risks facing us. AdditionalWe face a number of significant risks and uncertainties not currently known to us or that we currently believe to be immaterial also may adversely affect our business, financial condition and/or operating results.
On April 1, 2013, we completed a transaction under which we acquired Ally Financial's equity interests in its top-level holding companies that comprise substantially all of Ally Financial's auto finance and financial services business in Europe other than in France and Portugal and Latin America other than Brazil, pursuant to the Purchase and Sale Agreement entered into on November 21, 2012.  On June 1, 2013 we completed the acquisition of Ally Financial's auto finance and financial services business in France and Portugal. On October 1, 2013, we completed the acquisition of Ally Financial's auto finance and financial services business in Brazil. As a result of these transactions, we now have operations outside of North America and these operations are exposed to additional risks that could affect them such as the following:
multiple foreign regulatory requirements that are subject to change;
difficulty in establishing, staffing and managing foreign operations;
differing labor regulations;
consequences from changes in tax laws;
restrictions on the ability to repatriate profits or transfer cash into or out of foreign countries and the tax consequences of such repatriations and transfers; and
devaluations in currencies.
In addition, in connection with the May 2013 offeringour operations. Our business, results of senior notes, we described additional risks as set forth on Exhibit 99.3operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Current Report onRisk Factors disclosed in our Form 8-K dated and filed on May 6, 2013, and incorporated herein by reference.10-K.

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Item 6.Exhibits
31.1 Officers' Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Filed Herewith
     
32.1 Officers' Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 Furnished with this Report
     
101.INS* XBRL Instance Document Furnished with this Report
     
101.SCH* XBRL Taxonomy Extension Schema Document Furnished with this Report
     
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document Furnished with this Report
     
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document Furnished with this Report
     
101.LAB* XBRL Taxonomy Extension Label Linkbase Document Furnished with this Report
     
101.PRE* XBRL Taxonomy Presentation Linkbase Document Furnished with this Report
__________
*Submitted electronically with this Report.


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     General Motors Financial Company, Inc.
     (Registrant)
      
Date:October 30, 2013April 24, 2014 By: 
/S/    CHRIS A. CHOATE        
     (Signature)
     Chris A. Choate
     Executive Vice President,
     Chief Financial Officer and Treasurer


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CERTIFICATIONS

Exhibit 31.1

I, Daniel E. Berce, certify that:

(1)
I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the nine months ended September 30, 2013 (this "report");
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (ii) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (iv) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and to the Audit Committee of the Company's Board of Directors (or persons performing equivalent functions): (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.


Dated: October 30, 2013

 /s/ Daniel E. Berce
Daniel E. Berce
President and Chief Executive Officer



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I, Chris A. Choate, certify that:

(1)
I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the nine months ended September 30, 2013 (this "report");
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4)The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (ii) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (iv) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
(5)The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and to the Audit Committee of the Company's Board of Directors (or persons performing equivalent functions): (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.


Dated: October 30, 2013

 /s/ Chris A. Choate
Chris A. Choate
Executive Vice President, Chief
Financial Officer and Treasurer



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Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906
OF SARBANES-OXLEY ACT OF 2002

I, Daniel E. Berce, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)
The Quarterly Report on Form 10-Q of the Company for the nine months ended September 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 30, 2013

 /s/ Daniel E. Berce
Daniel E. Berce
President and Chief Executive Officer


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Table of Contents

CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906
OF SARBANES-OXLEY ACT OF 2002

I, Chris A. Choate, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
The Quarterly Report on Form 10-Q of the Company for the nine months ended September 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 30, 2013

 /s/ Chris A. Choate
Chris A. Choate
Executive Vice President, Chief
Financial Officer and Treasurer



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